Marvel: The Breaking Point
by aspiringactor
Summary: Good men fall. Great Men rise again, reborn stronger than before.
1. Where we started from

_Beep-beep! Beep-beep! Beep-beep! Beep-beep! Beep-be..._ _ **Crunch!**_

The alarm clock never stood a chance as Peter Parker swatted it with his hand. It flew off the bedside table and struck the adjacent wall with enough force to make a small dent. By his guess, the clock would need fixing, or he'd need to get a new one. But that wasn't really a concern of his anymore.

Being one of the richest business-men in America certainly had it's fair share of perks.

A nice Penthouse Apartment. A nice car. A full fridge. All things he had never been able to afford before going into business for himself, finally making a living off of his genius intellect.

Though, to be fair, he wasn't as in-your-face rich as some people he knew. Most of his company's wealth was dedicated to several large charities and various organizations.

" _Mmmm..._ is it that time already?" a soft, feminine voice asked. Peter smiled as he faced his girlfriend of three years, Carol Danvers, who had rolled over in the shared bed, flopping her arm over his chest. "I feel like we just got to sleep five minutes ago..." she half-moaned with closed eyes. "Having responsibilities _sucks_ sometimes. What if I don't want to play hero today?"

"Well," Peter chuckled as he ran his fingers through her short-cropped hair, eliciting a smile from her lips as he did so. "We could just stay here..." he reasoned playfully, "in bed. All day. And _mfft-"_ his words were caught in his mouth as Carol pushed him down with the ease that came from having Kree-infused DNA, as well as a military background. Not even bothering to struggle, he lay prone as she shifted herself so that she was 'sitting' on his stomach.

"Don't you have a Business to run?" she playfully asked as she ran her fingers over his pectorals, gently drawing circles and obviously remembering the _fun_ the two of them had experienced the previous night. "It'd be a real _shame_ if you had those important meetings all booked and you _missed_ them," she cooed seductively, "all because of your poor girlfriend."

"Hmm..." Peter chuckled as he grasped her hand gently, "I'd just tell 'em I was kidnapped by an Alien Amazonian Woman who was hell-bent on using me for nefarious experiments! Not that I mind..." he said, just before Carol cupped his jaw with one hand and pulled him into a deep kiss. As per usual, his heart skipped a few beats when she did this. And she got her usual smile out of the fact that she was one of the few people on the face of the earth who could shut him up.

They broke the embrace and got out of the bed, with Peter taking just a little longer than she did, in order to get a decent view of her well-toned back and legs as she walked into the shower. He, however, started on breakfast for the two of them by inserting two slices of bread into the toaster, and cracking several eggs. As he heard the shower water start, he booted up his personal tablet, reading his schedule for the day.

Most of it was tedious meetings with shareholders and lawyers. Several large blocks of the day were left blank, during which he went off the grid and patrolled the streets, or meeting with the Avengers. The last of which was definitely a priority, he realized when he opened a tab for a news page. It read: _**Latverian Dictator to give speech in Lower Manhattan alongside President.**_ _Great,_ he thought with a low whistle, _Dr. Doom out in public. Everyone'll be cranky and shit. And it's gonna mean a long day._ He'd had a few run-ins with Doom in the past, but he wasn't the type Peter usually dealt with. He wasn't local enough. Someone like that was more in Carol's league than his.

As Spider-Man, he namely dealt with everything from the small-time criminals selling drugs to the mid-level baddies like Scorpion and Rhino. Though he had noticed that more than a few thugs who were usually up for a fight were surrendering quickly once he mentioned calling in back-up. A few weeks ago he'd even made some teenage thug wannabe literally _shit his pants_ when he pulled out his cell-phone mid-fight to answer a call from Carol. That one had gotten more than a few laughs.

"Anything interesting?" Carol chimed in as she entered the kitchen, wearing a smart black power suit with a blue blouse underneath.

"Just the Doom thing," he replied as he slid the Tablet over to her to read from. "I'm gonna keep an eye on it from afar if I can."

"lucky bastard," Carol snipped, "I've gotta pull guard duty on his Convoy. Cap thinks something might go down, and that Doom's up to something."

"Yeah well according to Johnny that man's never not up to something," Peter said as he took a mouthful of toast, as did Carol. "Anyways, don't read that shit. It's too boring."

"Yeah..." she agreed with a sigh, as she began scrolling through the feed. "But _here's_ something neat, 'Spider-Man using Super-Hero Girlfriend to better image?'" she said as she looked up at him with a mockingly mad look on her face. "You're using me? How could you!" Again, the two of them laughed it off, before Carol continued with, "let's see...written by... _ah,_ that explains it. Your old boss. Figures. Maybe I'll go have a chat with him," Carol shrugged nonchalantly, "no way he says a word about you after I'm through with him."

"You don't need to do that," Peter replied, even though he knew it wouldn't do any good at all. "I've taken worse from that man in the past. Besides," he continued, in an attempt to steer the conversation in another direction. "Don't you have a meeting with your agent today? Something about a movie deal?"

" _unngg,"_ Carol moaned, dropping her head against the table with a _thud._ "Don't remind me! I don't want to go! That, plus guard duty this afternoon! it's gonna be _hell!_ "

...xxXxx...

"Mr. Parker! Mr. Parker!" Min Wei, his personal assistant (which he still had trouble believing he had) practically screamed as she ran towards him, with a slew of investors in tow. _Right,_ he reminded himself, _the exoskeletal suit demonstration._ He smiled as he straightened his back and puffed his chest out confidently.

"Good morning, ladies and Gentlemen," he said politely, nodding to each and every one of them personally. "I'm so sorry for keeping you all waiting. I'm sure you know that sometimes things can just _pop up_ when running a company this large," he grinned, keeping up the charade that he had indeed been in the building all morning, and not at all swinging around the streets of New York City, as well as doing a little gift-shopping.

"I was just about to show our guests the product," Min said with a pleasant tone, as she gestured towards him. "But, since you are here, Mr. Arker, I take it you will be-"

"Yes," Peter nodded, "Yes, Miss Wei, I will take it from here. If you'd all follow me, please." he led them down a brightly lit hallway, with glass panels on either side that allowed one to see exactly what the scientists were doing on the other side. "As you can see, we don't have any secrets here...except for our security pass-codes. Those are pretty secret for a good reason." He paused, hoping for a few chuckles.

When none came, he continued with "It all started with our prosthetic limbs. The ability to give someone back their leg is a miracle in on itself, but I felt we could do more. What if we could allow the paralysed to _walk again,"_ he said with conviction. This earned a few gasps from the group, as he had hoped. A few muttered about just how impossible it was. _Oh how wrong they are,_ Peter thought to himself, "well, that's now possible, thanks to our Mark-I exoskeletons. "As he spoke, the investors were treated to the sight of one of the scientists testing out the suit for themselves, by going through an intricate, and difficult obstacle course that had hazards one might expect to encounter in everyday life. Things such as stairs, uneven surfaces, slippery surfaces, an objects strewn about. And, much to the investor's shock, the Scientist in question managed to lean over while in the suit, in order to pick up a glass of water.

"Interesting," one man nodded, "but what about battery life? That thing has to suck up juice like crazy."

"It does," Peter replied, "but there's a workaround. Kinetic absorption technology is a radical new field we've been studying, and we have managed to harness that and integrate it into the suits. Special pads located in every joint, as well as on the bottom of the feat, generate power every time they're used. Things like friction and impact force generate enough power to run the suit. But there is also a back-up," he said, as he pointed to a table, which had several medium-sized tubes on it. Batteries that will plug into a wall outlet, and be fully charged within eight hours. Not that you'd need it. Because as long as you keep walking, the suit will generate enough power on it's own. And then some."

In truth, he had gotten the idea for self-powering electronics from watching Carol in action as Captain Marvel. The way she used her own energy-absorbing powers against her enemies had gotten him thinking hard about the subject.

"But," Peter said, snapping himself out of his brief trip down memory lane, "that's not what I'm really here to show you. We've got something much more impressive," he said, as he motioned towards a heavy set of double-doors. With the push of a button, Peter opened them, revealing a six-foot tall exo-suit. To the untrained eye, it looked like a watered-down Iron Man armour, but Peter had been sure to double- and triple-check that his patent did not violate any laws, or copy Tony Stark's technology in any way.

"This is the natural progression of my prosthetics technology," he said proudly. "A suit that amplifies the wearer's strength to the extreme. With this," he elaborated, "An average-sized person will be able to _lift_ a car." this earned a series of cheers and whistles from the investors. He knew he had won them over, but couldn't help but drive the point home. "While encased in the full suit," he added in gleefully, "the operator will be completely protected from the elements, making this suit ideal for Fire & rescue operations. Especially if you equip an industrial-sized fire extinguisher." He doubted that anyone heard him, as they were too busy writing things down, or communicating with themselves over how much each would be investing. It was going to be a better day than expected.

...xxXxx...

"You look like bloody hell," Jessica Drew, Carol's closest friend and most trusted confidante, said with sincerity as she walked through the halls of the Avengers Complex. "Not get much sleep?" The British Avenger grinned playfully. She had been one of the strongest advocates of Carol hooking up with Peter, alongside Steve Rogers and Johnny Storm. And had never let it up after the two started officially dating.

"No," Carol replied with a small wink, "I don't get much sleep."

"Uh-huh," Jessica grinned, "what'cha break this time? The bed? The shower door?"

"Shut up," Carol replied as the two walked down the hallway. "My sex life cannot be that interesting, Jess. There has to be something else to talk about."

" _Fiiiinnneeee"_ Spider-Woman huffed with exaggeration, "Did you get that deal sealed with the Mouse Corp?"

"Yeah," Carol shrugged, as they entered a large room, which was already full of their fellow teammates. Steve rogers and Tony Stark stood at the head of a long table. On one side sat Logan, Clint Barton, Janet Van Dyne, Luke Cage, the Vision and Cyclops. On the other side there was Wanda Maximoff, Ben Grim, Susan Storm, Medusa, Steven Strange, and Phil Coulson, their resident representative from S.H.I.E.L.D. Quite a large turnout, in her mind. There was at least one representative at the table from every major faction of the meta-human world. And there were still a few empty seats, complete with name-tags.

The large turnout was not unexpected, however. Given the seriousness of the day's coming events. An announced visit from Victor Von Doom was sure to do that, given how he had personally affected most of the Superhero community in one way or another.

"How many more we gonna wait on?" Logan asked callously as Carol sat down between him and Janet. "How many more are there to wait on?" he grunted, looking around at the table.

"Mockingbird, Spider-Man and She-Hulk are still on their way," Steve answered with a small nod. The Captain's features were grim and serious, moreso than usual. Usually there was at least some lightheartedness in his expression. But that wasn't the case. "If they aren't here in five minutes, we'll have to begin without them. We're on a tight schedule as it is."

"Damn right," Cage muttered under his breath. "Even _hearin'_ Doom's name alongside the President's gives me the chills." A series of murmurs echoed around the room at the comment, each person adding in their own opinion, or sharing a small story about how they had personally encountered the man. Indeed, Carol remembered her first, brief battle with him. That had not gone very well for her.

"He's not so arrogant to openly attack a world leader with _us_ watching," Janet half stated, half-asked sheepishly. "Right? The whole world has their eyes on him. The CIA, FBI, SHIELD, and probably even more that we don't know about." She shook as she spoke, obviously not very confident about what she was actually saying.

"He's in no position to," Strange offered with a bowed head. "Given his Country's state of poverty, the last thing he can afford is a complete embargo on all trade. Or worse, a Military blockade around it's boarders. No amount of Doombots will save him from that. But..." the Sorcerer Supreme nodded as his voice grew lower, "Victor is a smart man. Very smart. I guarantee he knows every move we're going to make before we even make it. Because, let's face it, we're predictable," he said. No one disagreed with him, which was troubling.

"We shouldn't get into this," Tony cut in with a small sigh, "Not until everyone's arrived. Then we can-"

"Well we're here," Jennifer Walters, aka She-Hulk, said as she and Mockingbird entered the room, both taking their seats. "So what's there to discuss?"

"Still waiting on the bug," Clint replied dryly as he rolled his eyes. "You'd think with all the dough he's rollin' in now he'd be able to afford a watch. A nice one too. Or maybe even his own jet."

"He texted me five minutes ago," Carol said as she leaned forward, "as he was leaving his office. So he should be here any minute." A cocky grin crossed her face as true to her word, Peter entered the room as soon as she finished speaking. "How'd it go?" Carol asked with a twinge of a smirk.

"Great," Peter replied enthusiastically, before turning to face Clint. "With all the dough I'm about to be rolling in I'll be able to afford my own jet soon!"

"Smug little-" Clint began to mutter.

"Enough," Steve interrupted as he placed his hands down on the table. "Now that we're all here, we can begin," he said as Tony clicked a remote, bringing a screen that showed the face of Victor Von Doom to life. "In three hours, the President will be meeting with Doom in Central Park. We need to be ready for anything. I've gotten clearence from S.H.I.E.L.D to use their satellites to monitor the meeting. Carol, Tony and myself will personally be with the President on-stage. Meanwhile the rest of you," as he spoke, the picture changed to an overhead view of the park. "Will be deployed as so. Agent Coulson," Steve said, as he nodded towards the Agent, "has provided us with backup Agents who will be deployed alongside us."

...xxXxx...

"Damn that took longer than it should have," Peter half-moaned as he leaned over the half-wall that surrounded the rooftop they were currently on top of. "How many different ways can Cap and Tony say 'Doom is Bad?' Must've been like fifty or something..."

"Do you ever shut up?" Logan, the short, somewhat hairy, and very grumpy clawed mutant grunted from beside him. "For fuck's sakes, bug, zip it before I make you." The two of them, along with S.H.I.E.L.D. agents Coulson and Wu, were on a rooftop overlooking Central Park, were there was a crowd of about five hundred people watching the nearly legendary meeting of the President of the United States and Victor Von Doom.

Although Peter didn't keep up with politics that much, he knew the only reason Doom was agreeing to this was because his country was experiencing the worst drought it had ever experienced. And therefore, he needed to secure specific imports such as food and water before his people started to revolt.

Of course, his army of Doombots would make that difficult, but not impossible.

What was really bothersome to everyone was the fact that they _knew_ the Latverian dictator had ulterior motives. They just hadn't figured them out yet, and knew that if they didn't, the fallout could be very costly. Which was why the Avengers had drummed up every Superhero they could summon to watch the event. Doctor Strange and Scarlet Witch were keeping an eye on Doom on 'The Astral Plane'. War Machine, Falcon, Nova and several other fliers were watching the skies. More than a few Telepaths were scanning the minds of the crowd, looking for signs of an assassin. And Peter was pretty sure he had spotted Daredevil running across rooftops in order to get a better vantage point.

Plus of course, there were the three Main Avenger Powerhouses standing on the same podium as Doom was. Which both soothed him and made his stomach churn. On one hand, Carol, Tony and Steve were easily a match for Dr. Doom. But on the other hand, Dr. Doom was easily a match for the three of them, _and_ he had probably come prepared for them.

"Aw, Logan, so sweet of you," Peter chirped as he used the state-of-the-art technology he had built into his mask's lenses to zoom in on the Podium. He smiled as he thought of just how far he had come in his career.

"Yer' not using some sorta x-ray vision with those things, right?" Logan asked bluntly, "cause if you are, I'd like to borr-"

"If you're about to say what I think you are Logan," Peter cut in quickly, "I will throw you off of this roof and-" he stopped mid-sentance as the hairs on the back of his neck stood up straight. A sensation which was followed by the most painful Spider-Sense he had _ever_ experienced. Before he even knew what he was doing he was moving, slamming his shoulder into the Agents, forcing them into and through a metal doorway that led into the building. All the while pressing a button which allowed him to broadcast an all-frequency message.

" _GET DOWN!"_

No sooner had he and the Agents begun to tumble down a set of metal stairs, a massive explosion rocked the entire island. Heat washed over them as the brick walls vibrated from the pressure outside. Dust rained down on him as he felt his eardrums _pop_ under pressure. And as soon as the shaking stopped, he tried to rise. His left arm protested, but he persevered through the pain.

Something terrible had just happened. He knew it.

He looked up, and saw that the roof of the building had been completely blown off, save for the one corner in which Logan was slumped over. Thankfully he was still alive, though that was only thanks to his regenerative healing powers. Unfortunately, the same could not be said for most of his beloved city.

Fires had erupted in all four directions. About a third of the skyscrapers where in ruins. People were screaming. Sirens were wailing. Most of Manhattan Island had been destroyed.


	2. One bad day

"' _Scuse me, pilot, is this the right flight?" a familiar, somewhat annoying voice said as it's speaker latched onto her back mid-flight. Carol smiled as she looked over her shoulder to see Peter perched perfectly on the small of her back, like it was nothing._

 _It wasn't the first time she wondered what kind of a pilot he would have made, if he wasn't such a science and business wizard._

" _It is," she grinned as a thought came to her. "now please take your seat and strap in. We may be experience some slight turbulence." As soon as she was finished, she performed a series of quick, simple aerial manoeuvres as she ascended over the New York skyline. Nothing to fancy, but enough to perhaps throw him off if he wasn't paying attention._

 _Peter remained firmly attached to her backside, however. "And we hope you enjoy your flight with Captain Marvel Airlines," she finished with a grin._

" _I am," Peter replied as he assumed a sitting position. "Pretty airline staff. Nice view. Pilot seems a bit distracted though..."_

" _Sorry," Carol chuckled as she came to a halt, and he spun himself around so that he was now 'resting' his knees on her waist. "There seems to be a bug in our equipment today."_

" _There was a bug in you equipment a few days ago too," Peter replied, earning himself a flick in the ear for his comment. "That's the thanks I get? I thought you rather enjoyed-"_

" _You're so bad at trying to keep this relationship incognito," Carol retorted with a snort. "Like, awful at it. Terrible even. Hulk's more subtle when he's in a bad mood. Whatever happened to the man who said 'I don't want my bad rep to drag you down?' and 'What will the other Avengers think?'"_

" _His brain was overloaded while looking at a beautiful woman,"he replied as he carefully swept a short lock of hair out of her eyes. "He's completely nuts. Bonkers. Should be locked away in an insane asylum."_

" _Two out of those three might be true," Carol said as she zipped the two of them onto a rooftop enveloped in long shadows. Before either of them really realized what they were doing, they became enveloped in a passionate kiss. A kiss which sent shivers down both spines as hands roamed over bodies. It was a few moments before they broke apart, both breathing heavily._

" _You haven't said anything about my new wardrobe," Carol said as she gave a little twirl, showing off her brand new blue, red and gold outfit. "Doesn't it look nice?" she asked._

" _Not a fair example," Peter replied, earning a raised eyebrow. "You're wearing it. Anything looks nice on you. Put it on Logan and we'll really see how it looks."_

Her trip down memory lane ended abruptly. Something was pounding in her head. A blinding daze had overtaken her senses. She could only focus on one thing.

Ringing. That's what she could hear. Something ringing. Not far off, but not close by either.

And it wasn't a familiar ring. It was unnatural. Annoying. Were was it coming from?

She opened her eyes, to see the bright blue New York Sky. The clouds overhead were beautiful, calm, and serene. Just like they always had been. Or, at least, she thought they were, until a black plume of smoke entered her otherwise beautiful view.

The ringing intensified to a painful level. She had to get it to stop. She had to get back on her feet. But, as she rolled over, Carol Danvers discovered something.

It was blood. On someone's hand. There was a considerable amount of it. Someone was in trouble, and needed her help. That only served to spur her more into action. She pushed herself up as a strange sensation flew up her left arm. She didn't know what it was, nor did she have time to care. She could only power her way through it. After all, she'd experienced much worse in the past.

"I...need help..." she gasped as she looked around. People were running around, throwing debris in the air as they desperately looked for survivors. A group of men dressed in what used to be sharp black suits rushed past, carrying a bleeding man with them. She didn't know who he was, but knew that he was rather important. She didn't know much at all. The ringing in her ears clouded her thoughts. All she remembered was someone shouting...then a blast knocking her down.

"Help..." she repeated as she tried to step forward, only to have her foot catch on something, causing her to trip over, and collide with something metal. _Tony..._ she remembered that he had been standing next to her whenever whatever happened happened. His armour was scorched and pitted with dents, the largest of which being across his chest, and extending onto his chin. Whatever had hit him must have hit him very hard. "Tony! Help...we need help..." she said, as loud as she could muster, which only caused the ringing to grow even louder and more painful. He turned, sharper than she had expected. His arm collided with her stomach and she stumbled backwards, again tripping over something, this hazard being round and metal.

But she caught herself this time, still feeling a strange sensation in her arm. But she didn't take notice. She instead focused on the Armoured Avenger. He was looking right at her, but not saying a word. _Why isn't he helping!?_ She wondered, almost out loud. Someone had clearly attacked them, attacked him, and he was just standing there. The least he could do was at least say something. Instead he was just staring at her blankly.

"HELP!" she screamed shoving him with more force than she intended to. And for that, she once again lost her balance, as her foot slid across a metal surface and she came crashing down. A pair of strong arms stopped her fall at the last minute, but she was to focused on the metal disk to pay them any attention.

It was a shield. Steve's shield.

"Oh god!" she cried out as she saw the Super-soldier's arm lying not far from it, on top of a pile of rubble. She had to get to him, because something was clearly wrong. Mustering all her strength Carol pushed past the arms holding her in an attempt to reach him, but many boots blocked her way. She had to change that, she had to get to him.

" _MOVE!"_ she yelled as she grabbed one of the boots. But a hand swept down and grabbed her wrist, gently rolling her over onto her side. " _LET GO-!"_ she began to protest, until she saw that _Peter_ was the one holding her. He wasn't holding her _back_ so much as he was holding her _down._ "I have too..." she mumbled as she tried to lift her hand up, to touch his face. He was hurt, bleeding from his mouth and forehead. His clothes were torn in many places, and his entire shoulder was exposed to the air. "Have too..." she said as her vision began to swim, and the ringing grew to an unbearable level. It was so loud that she couldn't hear what he was saying to her, even as he soothed her by running his hands all over her body.

Her arm twitched as he touched it gingerly, but that clearly was not his biggest concern once he brought his fingers back from behind her head. Blood was dripping from them. Blood that wasn't his. As dark circles closed around her vision he waved to someone in the distance, before pressing his hands down on her chest repeatedly.

...xxXxx...

Tony Stark slumped himself against the nearest wall, thankful that he had been one of the few even allowed _into_ the hospital. Given that they were at capacity before the explosion, anyone was lucky to be even on the premises even if they were injured or sick.

Given his condition, he shouldn't have been allowed in. But it was very obvious why the staff allowed him inside. They were scared of a follow-up attack, and wanted someone to protect them from whatever was out there. But Tony knew he was in very little condition to fight. His whole body was sore from head to foot. Thankfully his armour had protected him from the brunt of the explosion. However there was little it could do against Captain Marvel crashing right into him.

Though he noted that he was one of the ones who had fared best, as he watched an ambulance attendant run past with a severely injured police officer on top of a gurney.

"What a nightmare..." he breathed to himself as he removed his battered helmet. A few reports he'd gotten said that more than five thousand people were either dead or seriously injured. He'd personally seen Carol, Steve, Wasp and Falcon dragged away in Ambulances. From what Peter had said in the few seconds they'd spoken, the S.H.I.E.L.D agents he was with were out of action. Not surprising, given how badly the building they had been on top of was damaged.

"Thank the gods for that damn spidey-sense," Tony muttered to himself. He was mentally taking back every single time Spider-man had uttered that stupid catch-phrase. It was because of his two-second warning that Steve had been able to tackle the President, and Tony had been partially get his shields up. As he pondered to himself, he spotted Hank McCoy limping down the hall. In order to avoid bad press, Hank had elected to sty farther away from the podium, which probably had saved him from more serious injury. As it was the Doctor was only sporting a sprained ankle. He was probably in the best shape currently, aside from maybe Wolverine.

"What do we know so far?" The mutant Doctor asked.

"How'd you get in _here?"_ Tony half-muttered with a lazy roll of his head. "You're fine, Beast. How'd they-?"

"Trained physician," McCoy replied politely. "And it's all hands on deck right now. They're taking anyone they can get. School nurses, Medical Students, Veterinarians, PSW's, you name it. I think they've even got someone outside training volunteers off the street." Of course, he didn't say it, but it was obvious his skills were going to be in high demand with all the Super-humans who had been injured. Hank was perhaps the most qualified man in the world when it came to special DNA. "So, was it Doom?"

"A Doom-bot," Tony spat with contempt. "But it wasn't the source of the explosion...there was more than one..."

"i should think so," Hank replied, "the blast radius alone indicates... _Thank god it wasn't nuclear!"_

"There is that," Tony nodded simply. "Where'd they take Steve? Last I heard-."

"They took him by chopper to a hospital a few miles away," Hank said swiftly, with his facial features twitching slightly. He placed a hand on Tony's shoulder, trying his best to comfort him. "It's...it's not looking good. The lacerations are bad enough. But he's got internal bleeding and punctured lungs as well."

"They'll give him the best care though," Tony said, more to himself than to Hank. "He saved the goddamn President. And he's a war hero to boot. And," Tony said, still trying to convince himself more than anyone else. "He's got the serum running through his veins. He'll pull through, right?" Hank's expression did not bode well.

"Tony," the furred mutant sighed. "I won't sugar-coat this for you. He's in rough shape. Really rough shape. By all accounts he should be _dead._ Not comatose like he is," the former X-man continued. "The serum is the only reason he's even still alive. I'm sure of it. But," he added with a small nod. "I am friends with the head surgeon at the hospital he's been taken to. He said he will inform me of any changes in his condition as soon as possible." Tony wanted to say something, to rebuke Hank's dire claims with some knowledge that Steve Rogers was going to pull through. That he'd probably already recovered, and had commandeered the Helicopter in order to make it back to the action. But he couldn't lie to himself like that.

A group of surgeons rushed past, carrying a red-headed woman in their midst. Through the sea of bodies he couldn't make out her features, or anything about her. The only thing that stood out was the steel pipe sticking through her back. That certainly put his own injuries in perspective.

"How many do we still have?" Hank asked timidly. "I've seen-"

"Logan, Spidey, Strange and Clint all pulled through with only a few scratches," Tony said with a slow exhale, realizing just how few people that was. "Wasp and Captain Marvel are here in surgery. Cage is M.I.A, but I'm pretty sure he's gone looking for Jessica and Danielle. He'll probably report in soon. She-Hulk got a piece of wood stuck in her thigh, but with her healing she'll be right as rain in bit. Wanda was knocked out cold. And I can't get a hold of the Fantastic Four at all, thanks to all the cellphone lines being shut down or overloaded." he'd also been trying to reach as many street-levelers as he could, to see who he could call on for backup. However, it seemed as though all those who weren't caught in the immediate blast were busy looking for friends and family. Or they were preparing to deal with the inevitable crime-wave that was sure to come their way. "What a mess."

"It could have been worse," Hank offered as best he could. "At least we had some warning."

"Yeah," Tony nodded in agreement, "Yeah, way worse. What a difference a whole two damn seconds makes. I got my shields up part-way, and Cap covered the President. It's not much, but it's something. When this is all over," he grunted as he thumped his head against the wall. "I'm gonna throw that kid a big-ass fucking party. Were is he, anyways? I wanna thank-" he paused as his eyes were drawn to the television, which was showing a re-cap of the day's events. Casualty numbers ran across the bottom, but it was the top he was more interested in. The entire left half of his Company headquarters had collapsed. The whole R & D department was gone. Thankfully, at least it seemed as though the bunker underneath was untouched, as people could be seen milling out of it unscathed. Only a few were seriously injured. He would be able to re-build everything, thankfully. And most of the digital information was stored elsewhere. But it still hit him very close to home.

...xxXxx...

She opened her eyes with a snap. The ringing was gone from her ears...replaced by pure silence. It took a few heart-pounding moments for her to realize were she was, and what had happened. She tried to lift herself up, to see what was happening, but a fresh bout of pain washed over her and she slumped back down. She needed to collect her thoughts, to understand whatever was happening.

Her head was still foggy. That meant she'd had some sort of head injury. Possibly a concussion. Not surprising, given the force of the blast that had hit her. But it was still much clearer than before. She could see clearly as well, which was a good sign.

What wasn't a good sign was seeing her arm in a sling, or feeling a bandage wrapped around her head. Or the feeling of laboured breathing.

Currently she was lying in a hospital bed, in an otherwise unoccupied room. The silence was actually somewhat soothing as she lay her head back onto her pillow. But she still wanted some company. Someone to tell her what else was happening. Who was safe? Who else had been hurt? Where had the explosion come from? Was it Doom? She distinctly remembered seeing parts of a Doom-bot on the remains of the podium.

She was a woman of action. The last thing she wanted was to be put on the side-lines while her friends were out in the thick of the action.

She looked around for a call button. There had to be one nearby, and there was. She reached for it with her good arm, pressed the button and watched the little light blink. _Weird,_ she thought, _I thought those things were supposed to make a buzz sound._ As she waited, she looked down at herself. Her outfit was surprisingly intact, save for a few rips and tears. Her left arm was in a sling, and her shoulder, which was the only part the doctors seemed to have cut away from, was heavily bandaged. Beneath the bandage she could see a small red splotch, and feel the familiar sensation of stitches.

No question about it, she was in rough shape. Thankfully, a nurse opened the door, and peeked his head in. He gave Carol one good look and whispered something so softly that it almost didn't make a sound. Before she even knew it the nurse had closed the door again, rather rudely.

Still, her serene silence remained. She looked at the clock, and saw that it had been three hours since the explosion. A whole three hours unaccounted for. What had happened in that time? _God, where is Peter when I need him?_ She asked herself as she lay motionless, almost afraid to move out of fear of discovering some new, horrible injury. _If he were here,_ she smiled to herself, _he'd have already joked about me being out cold...a roofie joke maybe? No, nothing that lewd. Maybe a knockout hottie? Gawd, I'm even starting to think like he does!_

As if on cue, the door opened again and two people burst inside. One was Peter, the other was Jessica. The latter of whom was on crutches and hobbling towards her. Peter, however, practically ran to her side. He cupped her cheek with one hand, and brushed the other against her forehead's only bare section.

"Who...what happened?" Carol asked directly. Both Jessica and Peter stared at one another for a moment before looking back in her direction. Their silence was slightly disturbing. "How long was I out?" She asked, thinking she'd get an answer. She did, in a way. She saw Jessica mumble something to Peter so softly that Carol didn't pick it up. What? Were they trying to keep details on her condition from her or something? They had no legal right to do so. And she was sure going to make sure they knew that.

" _Tell me what's happened!"_ she roared, rising to a sitting position as she spoke. Again, Jessica and Peter whispered to one another, with Carol unable to hear them. Which was infuriating. So infuriating that she grabbed Jessica by the arm and pulled her close. "Tell me what-" she began to repeat, only to have her friend wrap both her slender arms around Carol's torso, disturbing several obviously broken ribs by accident in the process. Jessica was an emotional person, granted, but she was never usually _this_ personal. Something was off.

Carol turned to Peter, hoping he would explain this, at least, but he was cupping his hand over is jaw. His expression read somewhere in-between shock, guilt, exhaustion and worry. Not a good combination, especially when it came to him. Before she could ask again, Jessica pulled Carol's face in her direction. Her expression was extremely similar, though only filled with more tears. She wordlessly mouthed something to Carol, which set off alarm bells.

Jessica's face was way too close for her to not have made a sound without Carol hearing it.

Her heart began to beat faster and faster in her chest, as she started to piece things together.

The Nurse hadn't spoken to her.

The buzzer hadn't made any noise.

The door was too silent.

No noise was coming in from outside.

She couldn't hear what the two people right next to her were saying.

She started to panic. Her arms thrashed through the air as she gripped onto Peter's shoulder tightly, praying for some sort of response. He responded in kind, of course, by helping Jessica restrain her. Most likely so that she didn't wind up hurting herself. Not that Carol cared much about that at the moment. She needed an answer, pronto. She desperately wanted to know that the new fear that filled her wasn't about to come true.

She restrained herself for a moment, allowing Peter to reach into a pouch he had within his shirt, and retrieve his phone. On it, he began typing a message. A message Carol wasn't sure she wanted to read. She was afraid of what it would say. Of what it was going to mean for the rest of her life. As soon as he was done typing, however, she took it with shaking hands.

"Carol," it read, "The Doctors told us that you sustained heavy damage to your eardrums. You've gone deaf."

...xxXxx...

Peter Parker slumped against the wall in utter defeat, as his legs simply gave out from underneath him. Every muscle in his body was _burning._ He knew he'd managed to pull at least half of them. And definitely had torn a ligament or two. Plus the physical exertion he had experienced while making absolute record time across Central Park, mere seconds after the dust had settled. That horrible image was still burned deep within the forefront of his mind, and he was sure it wouldn't be leaving him anytime soon.

How was it supposed to, anyways? Was he supposed to just _forget_ seeing the back of her head all bloodied? Or the fact that she had inhaled so much dust she actually stopped breathing?

And how exactly could he have handled telling her the horrible news any better than he had? In the seconds that had followed, he'd watched as her eyes welled up with tears and she cried herself into a state of unconsciousness. He hadn't left the room, however. He was still right beside her bed, gingerly holding her hand so that she sub-consciously knew he was still there for her.

Though a part of him wondered if he needed her support as much as she needed his. Before she'd woken up, he'd gotten a good glimpse of what the attack had done to people. Whole buildings had collapsed all across Manhattan. Thankfully in pockets, so a good two-thirds of the city was still standing, although most window panes needed replacing. he'd already made arrangements with his bank to pay the city a large sum of money to help cover the costs. It was the least he could do, after failing so hard.

He had seen far too many people come and go through the hospital's walls in black body bags. Too many children with bloody bandages. Too many hopeless cases.

"My fault," he whispered to himself, cursing his own existence. "I should have known. I could have...done something." perhaps nearly as devastating as Carol's current state was watching as a pair of E.M.T's rushed one of his closest friends, Mary-Jane Watson, the current Secretary of Stark Industries, through the hall with a metal pipe sticking out of her. He almost followed them, before they entered a clean operating room, which he stopped before entering, knowing he'd do more harm than good.

Just like always.

"Always my fault," he told himself as he felt the weight of his failures press down on his shoulders. Five thousand people were dead. All because he had been just to slow to warn everyone. He closed his eyes, hoping that it'd all been some horrible dream. That he'd wake up next to Carol and have a nice breakfast. That would be nice.

" _No, no, no, no!" he screamed as he felt her lungs start to spasm. Her entire body went into a series of powerful convulsions. Acting fast he began performing chest compressions, hoping to force her heart back into a steady rhythm. As long as she stayed breathing, it was good. "Come on, babe," he whispered as he checked her airway, "come on, breathe...breathe for me..." He'd seen this same scene played out before too many times to let it happen again._

The creaking door forced him to snap his eyes back open. Two men entered the room softly. Which was surprising, given that one was covered in thick metal, and the other was full of an even thicker metal. Logan and Tony entered the room respectfully, keeping quiet and making sure the coast was clear.

"What's the latest?" Logan's question was direct and to the point, as usual. But it definitely carried a note of compassion.

"What did the doctor tell you two?" Peter replied as he wiped his eyes dry. For the moment at least. He hoped to avoid speaking the words he knew he'd eventually have to. Even if it was just for a little while.

"That she may have suffered hearing loss," Tony Stark nodded as he removed his helmet. "Did she-?"

"She did," Peter quipped bitterly, turning away from the two man and back to the sleeping Carol Danvers. He rubbed his thumb against her palm as he spoke, "She's...she's gone deaf and-"

"Not permanently," Logan cut in, sounding more hopeful than Peter dared allow himself to be. "Even Beast admitted that he doesn't know the full extent of her healing abilities."

"Not to mention all the breakthroughs we've had with-" Tony began to offer, just as Peter put his hand up to shut him up.

"Don't," Peter practically growled at his team-mates. His uncharacteristically unfriendly tone obviously caught the two of them off-guard and stopped their words in their mouths. "Don't you _dare_ try and make me feel better about this. _Don't_ try and give me hope," he continued viciously as he turned to face the wall, and leaned against it. He wasn't speaking to the two Avengers as much as he was to himself. "The moment I think things can get better...they're gonna get worse..." He was choking on his own words so badly that he barely felt his vibrating phone. He nearly ignored it, but soon realized that only two numbers would be able to reach him at the moment, through private airways that he had constructed. One of those people was Carol.

The other was his Aunt. Desperately, he pulled his phone out, answering it moments before it went to voice-mail.

"Aunt May, where are you?!" he snapped out of fear. The blood soon drained from his face, however, as he could only hear desperate gasps for air coming from the other end of the line. He bolted out of the room before either man could blink, let alone protest his statement. Not that they thought they could convince him otherwise.

"Get someone after him," Logan said quietly as he walked over to his resting team-mate. He'd known Carol a little longer than Peter had, though only barely. And until they'd both joined the Avengers they hadn't know each other very well. But he certainly now counted her among his closest friends, along with the web-head. He had, of course, been one of the strongest (and most secret) supporters of their relationship. "Have him followed, Stark."

"Who's there to send?" Tony replied honestly, as he joined Logan on the opposite side of Carol's bed. "Rhodey's on cleanup. Falcon's got a broken leg. Wasp is...out of commission. I can't get a hold of _either_ Thor. Face it Logan, we're spread too thin as it is. Besides," Tony shrugged apprehensively. "Spidey can handle himself. We don't need to worry about anything happening to him."

"No," Logan whispered softly, "not yet."


	3. The day everything went wrong

**Two Years Ago:**

 _Ding-Dong!_ The ringing doorbell roused Carol from her seat, knowing full well that no company was scheduled to arrive at Peter's... _her_ and Peter's apartment. She had to remind herself of that fact.

Not surprising, given how she'd just moved in with him a few short days ago (much to the delight of several of her friends, who'd been making constant jokes ever since). Her few belongings had been squared away, so there was no real clutter, nor any reason to be embarrassed about the state of their home.

But still, the unexpected company was unexpected. _Probably a salesperson,_ she told herself as she walked towards the door. _Unlike me, Peter's pretty good at keeping a low superhero profile...probably something to do with the mask..._ with a small shudder, she remembered the times when she'd been followed home by stalkers.

The first time she had opened the door to one, he turned out to be a flasher. And wound up in the hospital with a broken jaw. The second was a lonely neck-bearded type. She'd let him down as gently as possible. The third was two drunk teenagers on a dare. They'd been sent away in a cop car.

Not this time, however. This time it was an older lady in her early sixties.

"Umm, can I help you?" Carol asked, not knowing who this woman was.

"You can tell me if my nephew is home," the woman replied with a heartwarming smile.

"I uh..." Carol muttered, still unsure of who she was.

"My nephew," the woman repeated, not breaking her pleasant demeanour. "Lives here. Perhaps you've met him? Peter?" Suddenly, things _clicked_ into place for Carol. The woman was May Parker, Peter's Aunt. Someone he talked about at great length on many occasions. Someone he looked up to.

And Carol had gone and royally screwed up her first impression.

"I am _so_ sorry Missus Parker," Carol apologized frantically as she stepped out of the way, allowing May entrance inside. "I...I should have known...Peter's not here though. He should be-" she paused, not sure of how to continue. Currently, he was on his post-work patrol of the city. Something that usually took an hour or two, depending on what he came across. She'd recently taken to joining him on occasion, and knew full well both the shit he dealt with, and the situations he encountered. Nothing she wanted to be talking to his Aunt about, especially if she didn't know about his secret.

"He's probably out there, most likely over Hell's Kitchen or the Lower West side," May nodded as she pointed towards the large door that led onto the deck. "Webbing up the crooks and thugs who'd like nothing more than to see the world set on fire." Carol did a double-take in order to make sure she had heard right. A gesture which May obviously caught onto.

"Yes, Dear, I know all about Spider-Man. I know he's probably keeping at least one spare suit in a locker under the bed, or in the closet. And probably another at work with him," She added as she crossed the foyer rather confidently. All of those were true, as far as Carol knew. But it still begged a certain question. Which Carol intended to find the answer to.

"But how do you know he told me?" Carol asked, feigning ignorance. The two of them had agreed early on that if anyone approached her while on the street, she would simply say her name was something else, and that she was often mistaken for being Captain Marvel. It had worked when necessary.

Not with May Parker, however.

"Because I'm not nearly as stupid as the rest of the world Miss Danvers," May replied honestly as she set her coat down on the back of a chair. "I know Peter inside and out. I first suspected something when he started _blushing_ during a live interview you gave. Then, weeks later, he began to refer to you as _Carol,_ not Captain Marvel like he used to. Which is of course when I started to do my digging," the older woman continued, keeping her neutral tone.

"digging for what, exactly?" Carol asked with a raised eyebrow.

"Well, to be completely honest," May replied with a small sigh, "to see if you were the person the media portrayed you to be...or a cheap slut looking for a quick thrill." She paused and looked back at Carol with a small nod. "You aren't, as far as I can tell. But I had to be sure, for Peter's sake. Ben, Richard and Mary would all have done the same thing, of that I'm certain."

...xxXxx...

 **Present Day:**

" _Anthony Stark. Iron man. Armour incorporates Arc-reactor and Repulsor technology. Avengers Team leader. Threat level: High."_

" _Steven Rogers. Captain America. Enhanced Strength and Speed. Carries Vibranium Shield in combat. Avengers Team Leader. Threat Level: Void. Currently incapacitated due to several life-threatening injuries."_

" _Bruce Banner. The Hulk. Gamma-infused biology gives him superhuman strength. Threat Level: High."_

" _King T'challa. Enhanced Superhuman abilities. Access to Vibranium stores. Threat Level: Medium."_

" _Stephen Strange. Sorcerer Supreme. Threat Level: Medium."_

" _Wanda Maximoff. The Scarlet Witch. Reality-Warping and Magical Powers. Threat level: High"_

" _Thor. Weather Control. Lightning Generation. Superhuman strength and durability. Threat Level: High."_

" _Carol Danvers. Captain Marvel. Energy Absorption, Superhuman Strength, Flight. Threat Level: Medium."_

" _James Howlett. The Wolverine. Adamantium-coated skeleton. Enhanced Healing Abilities. Heightened Senses. Threat level: Low."_

" _Jessica Drew. Spider-Woman. Flight. Bio-Electric Blasts. Threat Level: Low."_

" _(Identity Unknown). Spider-Man. Enhanced Strength and Speed. Superhuman flexibility. Subject appears to have early-warning detection abilities. Threat Level: Low."_

Atop an iron throne, engulfed in shadows, a cloaked figure sat pondering the situation. A myriad of possibilities came and went through his mind as he thought of every possible outcome of the inevitable battle. He pressed his palms together as a solution came to him.

"Von Bardas," the man known as Doom spoke in a gravel-like tone, summoning his right hand to his side. "Prepare the Honour Guard. I suspect we will have company soon."

"Yes, my lord," Doom's cybernetic Lieutenant replied with a respectful bow before she turned away from his side, leaving the room entirely in order to do his bidding. Now once more alone, Doom let his mind wander towards the cowards within his Kingdom who dared stage such an attack. They would be dealt with quickly, publicly and ruthlessly.

...xxXxx...

She didn't know how many different doctors had been in to see her. She'd lost count after the fifth or sixth. Most of the time they came with Hank, and exchanged whispered conversations.

She didn't know why. It wasn't like she could hear them, after all. The only way she knew what they were saying was if one of them wrote something down on a white-board. And they mostly refused to do that. Only Hank did, when he obviously felt it was appropriate.

"I have good news," he had written, "the damage is not as bad as we had feared. There is a distinct possibility of you fully recovering." That was good news. But not the kind of news she wanted to hear.

"Were did Peter go?" she asked, as soon as the two of them were alone. Hank's expression turned sombre, and he didn't answer her truthfully.

"Tony called a meeting, to see who's still available for riot control." the X-man lied. The only reason Carol knew it was a lie was because she knew full well that Peter wouldn't leave her side to go to a meeting of the Avengers. In fact, there were only three reasons he would leave that she could think of. One: He was hurt. Two: Hundreds of people where in danger from one of 'his' villains. Three: Something was wrong with his Aunt.

A horrible feeling in her gut told her it was the latter. She waited until Hank slunk out of the room, and Jessica re-entered with a sombre look on her face. The two friends exchanged a single look before te arachnid Heroine wrote down a message.

"Logan went with him."

...xxXxx...

 **One Year Ago:**

Something cracked in Peter's ribs as he was unceremoniously tossed into a brick wall. He let out a small grunt as he crashed to the ground, before looking up at his attackers. The Vulture, The Rhino, Electro, Shocker, Kraven the Hunter and Doc Ock all loomed over him menacingly, thinking they clearly had him at their mercy.

They weren't exactly wrong, however.

"Come on, guys," Peter quipped weakly as he rose to his feet. "Thought at least one of you mooks could hit harder than _that!"_ he soldiered on through the pain, knowing it was only temporary. He needed to focus instead on how to beat the six of them together, in a weakened state. He couldn't afford to show them how much pain he was in, either. That would spell certain doom for him if he did.

"I'm gonna _enjoy_ this," Electro taunted as lightning buzzed around his hands. "After you threw me in that shit-hole, I needed this!"

"You robbed a bank," Peter grunted steadily, ignoring the searing pain in his side, from where Kraven had slashed him with a knife. "What'd you think was gonna happen, Maxie? Now come on," he continued as his vision started to blur, "I've got a hot date tonight an' I don' wanna be lat-!" A metal tentacle struck him in the stomach, sending him flying back once more, this time into a metal dustbin. Immediately Peter realized that Kraven's knife must have been tipped with something that was dulling his senses. He had to be extra vigilant in order to duck under Octavious's swinging tentacle attack, and to leap over Rhino's fist in order to deliver a solid kick to the Russian's face.

The effort tired him greatly, so much so that he was completely helpless to avoid a blast from Electro, which sent him to his knees.

"I heard you're banging that Marvel-bitch," Electro grinned as he loomed over Peter, menacingly. "Guess she's gonna have to find someone else. Maybe someone who's not so itsy-bitsy! Maybe I ca _hurrk!"_ He was violently grabbed by the neck from behind, and by instinct, he unleashed a torrent of electrical energy, obviously hoping to knock whoever was attacking him off.

However, it just so happened that his attacker could soak up the electricity like a sponge.

"He's not small where it counts, sparkplug," Carol hissed as her body cackled with energy. Electro's attack had certainly given her a decent boost. Normally, he knew she'd be able to take out any of them with a few good hits. At the moment, however, she looked like a woman on the warpath.

The Sinister Six where by no means incompetent, or weak. Indeed, a few could throw down with members of the Avengers if they pressed themselves. But there was little they could do against an unleashed Captain Marvel who's power had just been temporarily kicked up to an eleven.

Kraven stupidly threw his spear at her chest, but Carol easily snatched it out of mid-air and snapped it in half before ripping off two of Octavious's metal tentacles. And a solid punch knocked Rhino into the pavement. Seeing this, Shocker and Vulture turned to flee. The former of whom had a hole blasted through one of his wings. And the latter of whom Peter weakly managed to web up by the ankles, stalling him long enough for Carol to reach him.

"Bitch I'll kill you!" Shocker screamed as he raised his still-free hands, aiming his gauntlets at her chest. "Just...just let me go and I'll-!" Carol obviously didn't take his threat to seriously.

"You're not gonna kill me," she grunted as she grabbed his hands and twisted them upwards. "Those things emit sonic vibrations, right? That's why Spider-Man calls you 'the vibrator', right?" As she spoke, she lifted Shocker into the air as energy cackled around her frame, emphasizing her threat to him by tenfold. "So go ahead, shoot me with those. I'll just soak it _all_ up like I did with your buddy over there. Then we'll see what kind of stuff I can do to you. And keep in mind," she hissed as she brought him close, with a threatening glare. "You _did_ just try and kill my boyfriend."

Even in his weakened state, Peter could practically see Herman pissing himself with fear as Carol knocked him unconscious. And as soon as his body dropped to the ground, Carol's entire expression changed from one of cold steel to one of worry as she rushed to Peter's side.

"Oh my god..." she gasped at the sight of his bloody wound. "You're burning up!" she said as she traced her hand along his forehead.

"Yeah..." he coughed weakly as he tried and failed to stand upright, "poison does that to me..." Pain washed over him and he crashed back against a wall. "Just gimmie a few minutes..."

She didn't. Instead she reached around and picked him up in a Fire-Man's carry, and brought him home.

...xxXxx...

 **Two Days Ago:**

" _Oh!"_ Aunt May exclaimed as she opened her apartment door, and Peter beamed a smile her way. The two of them hugged in the doorway there for a moment, enjoying the others company. Ever since she had moved away, their shared moments had become more and more special. "Peter, I wasn't expecting you!"

"Well I had some time to spare," he replied with a casual smirk. "And I was in town, so I thought I'd drop by for a quick chat. Can I come in?" he asked politely. His Aunt nodded and led him into the apartment. As usual, it was spotlessly clean, and there was the distinct smell of baked goods wafting in from the Kitchen. "Is Jay here?" Peter asked.

"No," May replied, "he's out running a few errands. He should be a few hours. By the way," she continued as the two of them sat down. Peter on a chair and May on the couch. "I'm surprised Carol isn't with you. You two have been so...inseparable!"

"Yeah, well," Peter sighed as he bobbed his head, "she's busy today. Couldn't come. Wanted to, though."

"Oh dear," May gasped slightly, her hand flying to her mouth, "is everything alright between you two?!"

"Oh Yeah," he replied with a small wave, re-assuring her. "Yeah, we're still fine. Still living together and everything. I saw her last night before I left."

"Then why couldn't she come?" May asked, still sounding slightly worried. "Is she hurt or sick or-"

"She's third-in-command of the world's largest Superhero team," Peter explained with a slight chuckle. It was always kind of awkward talking about his second life to his Aunt, given how he had spent so much time and effort keeping her out of it for her own safety. "She can't just leave town on a whim anymore. Tough she _really_ wants to fly the company jet sometime. To see how it holds up to what she's used to flying."

"Well, that's good," Aunt May sighed with relief, "I was afraid you'd gone and let her slip through your fingers..."

"No chance of that," Peter smiled giddily, "not anytime soon at least, I hope. If everything goes according to _plan."_ He put extra emphasis on the last word, adding extra, hidden meaning to the words. Meaning which Aunt May blinked at in a confused fashion for a few seconds. He let out a small cough and leaned his head forward slightly, adding in a small wink before saying, "and I'd really appreciate it if you'd come by this weekend. Jay too, if he can make it. I'll pay for the tickets."

Catching onto what he meant, Aunt May smiled and said, "yes! Of course I'll be there!"

...xxXxx...

 **Present Day:**

Peter had never felt his heart beat so fast in his life. His muscles ached from the day's events, but he pushed himself harder than ever before. He knew only adrenaline was keeping him going at this point. And sooner or later he would be feeling the effects of the torn and pulled muscles he'd given himself.

There wasn't any time to waste, though. His Aunt's life hung in the balance, and he had _no_ intention of letting anyone else down. Luckily he knew _exactly_ where she was, and headed there with all speed.

In the background, he could hear the sounds of a speeding motorcycle. He didn't need to look to know who it was who was following him. Very few people would be reckless enough to go as fast as this person was going, without knowing there was no chance of a permanent injury.

On pure muscle memory he made his way back to his Apartment, ignoring his instinctual need to stop a group of looters below as they raided a local grocery store of everything not bolted down.

Spinning two web-lines he pulled himself over his last major hurdle that blocked his view of the building.

Only to see that a large chunk had been blown out of the upper left quarter!

He did quick math, estimating that his apartment was not damaged, that it was just below the affected zone. A sigh of relief escaped his mouth, but only a temporary one. Years ago, he had placed a small, state-of-the-art tracking device inside his Aunt's phone. Mostly meant for his own peace of mind. But at the moment it was causing him more worry than ever, as it's signal was coming from the parking garage, which had caved in slightly.

He landed hard, almost crushing his own legs as he touched down on the hard concrete and shouted "May!?" at the top of his lungs.

He was right over where she should have been. Which was where the garage was damaged the most.

Without a second's pause he started tossing chunks of roof out of his way, careful to not damage the super-structure anymore than it already was. In the back of his mind he knew that there was no way he should even still be standing, thanks to the accumulated injuries, let alone hauling more weight than he ever remembered.

But none of that mattered. He had to get to his Aunt. Even as re-bar dug into his thigh he continued to dig until he could see the floor below. He dropped down into the hole, his own weight crashing down on his torn-up leg and nearly forcing him into spasms of pain. _Gotta get to her, he told himself,_ barely keeping the pain at bay as he searched for some sign of her.

Immediately he caught sight of several partially buried cars. Two had been completely crushed. One was on fire. Two more lay in the centre of the other three, concealed from his sight. She was in there. He knew it. He could hear someone groaning in pain.

"Hang on!" Peter growled as he leaped over one of the cars, and came across a dust-covered Jay Jameson. "Oh my god..." Jay's entire right fore-arm was trapped between the door of the car and the car itself. He must have been in the process of getting out when the explosion hit. Blood was trickling down the window, and Peter knew he didn't have much time, or many options to save him. And none of those options were pleasant. Making things even more complicated was the fact that another car had been pushed up against his, meaning Peter would have to move it before he could get to Jay. However, once he moved the other vehicle, the pressure on Jay's arm would be relieved and blood would start spurting out. he'd bleed out in a matter of minutes. If the shock didn't kill him first.

"Hang on," he repeated in a slower tone, "I'll get you out, Jay. Where's my Aunt?"

Heavy boots scraping against gravel told him that his unwanted company had finally caught up. Just in the nick of time.

"Logan, pop out a claw," Peter barked at the feral Mutant, not leaving any room for discussion. "You're gonna have to amputate his arm. Otherwise bone fragments might make their way-"

"Got it," Logan grunted as he did as Peter instructed, making a clear cut through Jay's upper arm. There was no way they could have saved the rest of his limb. And the risk of damaging more of the garage by moving rubble was too great. Jay howled in pain, and Peter was forced to restrain him, fearing that he'd wind up hurting himself. "You find who yer' looking for?"

"No," he replied shortly, "Jay, where is my Aunt!" he growled, loosing most of his pretence as eh tried to shake the older man out of his dazed state. Lightly bobbing his head, Jay Jameson managed to form half of a semi-coherent sentence.

"Went...park...car...May...ahead...on...elevator..."

"Okay, okay," Peter re-assured him as he did the only thing he could think of to stop Jay's bleeding stump, by covering it with webbing. He'd done it to himself before, in tense situations where there was no immediate medical care available. He was sure any doctor or medical professional would understand just how limited his options where. Looking up at the Mutant Avenger, he continued, "can you take him? There's no way I-"

"Go, kid!" Logan grunted as he picked the elderly man up in his arms. "I've got this guy." Peter nodded a thank-you before tearing off once more, this time sprinting with all haste towards the main building.

Even with all the flickering lights he was easily able to make his way through the main lobby. Thankfully it was completely abandoned, and for the most part untouched. Save for a thin layer of dust, which had obviously been shaken from the ceiling when the explosions had struck. Even a few of the front desk's computers were still on. And a television was broadcasting news coverage down the hallway. People had left in a hurry, that much was certain.

"Hello!?" Peter called out, desperately, hoping for a response. "Is anyone there!?"

No answer came, and his heart began to sink as he caught sight of the emergency light illuminating the elevator door. It was wide open, and beeping slightly. Inside, he could hear a steady _creak!_ sound, like someone was slowly swinging on an old swing set.

Sticking his head through the open doors and looking up, he shouted again, "Is anyone up there!?"

A weak voice broke through the darkness. Although it was to weak for him to make out, he knew at least that _someone_ was there. Someone that he would have to get to. Even if it wasn't his Aunt, they might know where to find her.

"Hang on," he shouted back, "I'm coming up!"

The voice replied again. But Peter was still unable to make out what they said. Instead he began to crawl up the side of the elevator shaft, seeing that there was a large enough of a gap on one side for him to fit easily. Still, the person inside the elevator spoke weakly. But he put that into the back of his mind. He had one job to do: pull himself through the small gap and get to whoever was trapped inside.

Luckily the elevator had stopped just before reaching the next floor below, so he was just barely able to wrap his fingers around the lip of the floor as he attempted to pry open the heavy metal doors that led into the elevator car.

As soon as he did, the voice of the speaker inside became crystal clear.

"Peter it's unstable!" Aunt May roared in the brief few seconds she had, before the entire car lurched downwards. Because of where he was, he was easily able to grab both the car and the wall with ease. Not without consequence, however.

The sudden added strain ripped his shoulder from it's socket, now only held in place by muscle and sheer willpower. And to make matters worse, the car crashed to the side, striking his leg with a _crunch!_ Inside, Aunt May was tossed against the metal wall as he screamed in pain.

A warm trickling sensation ran down his now-injured leg. Which told him there was blood. Enough that he should be worried about it, more-so than his shoulder, which was growing weaker and more painful by the second. He tried to pull the entire car up, but he couldn't manage. The combination of dead weight, a bad angle to lift from, and accumulated injuries made it absolutely impossible. Though not for lack of trying.

"Hold on..." he grunted painfully, trying to shift himself into a better position without rocking the car too much.

"Where's Jay?" Aunt May whimpered softly. Turning his head, Peter could see her through the windowed access hatch on the top of the elevator car. "Peter, where is he? He's not-?"

"He's alive," he replied with a small grimace, as something else _popped_ in his already inflamed shoulder socket. "On his way to a Hospital I'll bet..." Immediately, he regretted saying that, knowing it would only make her even more worried than she already was. And worried people tended to make bad decisions. "I'll take you to him...but _nnrrrgghh!"_ Fresh pain rippled through his body, shaking the entire car as he tried to get his body back under control. "...but you've got to open _ttthhhaaattt_ hatch!" The pain was absolutely overwhelming. It tugged at the edges of his vision, almost causing him to black out.

"I don't know if-!" Aunt May cried, only to be cut off by a series of snapping sounds. Peter twisted his head back around in horror to see that the portion of floor he was holding onto was hardwood. And it was beginning to break apart.

" _Now!"_ he roared in pain. She reached up to opn the hatch, being forced to stand on her tip-toes. However, the swaying she caused in the car proved to be just enough to completely send his whole arm into spasms.

Involuntarily, he let go for a fraction of a second.

Time slowed down as he watched the car begin to plummet. He spun himself into a proper position to grab the car and wall with webbing.

The two lines went taught.

He screamed in pain.

She screamed in terror.

The rest of the world went away as he held onto his last hope. Pure silence filled the air, as a horrible realization filled them both. Out of the corner of his eye, he watched the wall which he was anchored to collapse in on itself.

He fell backwards, slamming into the metal roof of the car, even as it plummeted downwards. He poured every single fibre of his being into finding something to hold, to stop their descent.

At last he shot a web-line out, snagging several thick, metal pipes.

But he was too late.

The elevator car _slammed_ into the ground with a loud _bang!_

He soon followed, with his vision flashing red and black as he struck the metal surface. Once his head stopped spinning, he rolled over, ignoring his protesting muscles.

Pain sprawled up his leg, meaning he knew he shouldn't even bother trying to walk. Instead he dragged himself forward at a snail's pace with his one good arm, and opened the hatch.

The car had collapsed on itself slightly, meaning he could reach out and touch the floor, even without dropping off the roof. But he didn't _want_ to touch the floor. He gingerly reached out and brushed the tips of his fingers over Aunt's May's face, as the tears began to well up in his eyes.

She wasn't moving.

She wasn't breathing.

She was gone.

"I'm so sorry..." he croaked as he caressed her cheek lovingly. "I...I couldn't..." Something deep inside of him broke as he realized that he was the _last_ surviving member of his family. No parents. No Uncle. No Grandparents. No Aunt. Nothing. Just a cold, black void of nothingness left where they used to exist. "I wasn't strong enough to save _any_ of you. I couldn't protect you."

Breathing deeply in order to control his trembling body, he uttered a solemn vow. "I swear I'll make them pay. Whoever did this...I..." he paused and searched for the right words, "whoever did this...I'll make them pay! I swear to you, Aunt May, they're gonna pay for this...because..."

"Because I'm going to kill them."


	4. Doomsday

"This is Christine Everhart, with the Daily Bugle!" The young, blonde reporter scrambled to say as she crouched behind a police squad car, which had been left abandoned. "I'm currently coming to you live in downtown-" _Fwa-Kump!_ A semi-trailer sailed through the air and crashed into a nearby store, exploding on impact and cutting her off mid-sentence. "from Downtown New York City! Where it appears that-!"

"Christine look out!" her cameraman, Mike, shouted as he shoved the two of them out of harms way, as an electric blue energy bolt slammed into the car she had been hiding behind.

Unfazed, the reporter continued to do her job.

"It appears that our beloved city has been turned into a war-zone, just one week after a series of brutal attacks. Victor Von Doom, the rumoured mastermind behind those attacks, seems to be leading the..." her voice trailed off, as the two of them looked upwards, towards the evening sky.

A massive behemoth of an airship was descending upon the harbour. It was a S.H.I.E.I.L.D Hellicarrier, bringing in some much-needed reinforcements, and providing another point of evacuation for fleeing citizens.

It's point-defence guns were blazing, even as a myriad of fighter jets swarmed around it, shooting down targets left and right. Off in the distance, two more Hellicarriers could be seen, heading for the other side of the island.

"Armed forces appear to be on the ground," Christine soldiered onwards, even as sweat ran down Mike's brow. He didn't say anything, but he was on the verge of _pissing_ himself out of fear. "In a vain attempt to assist in the evacuation. But the question is, what good can they do against a man who is _laying waste_ to 'Earth's Mightiest Heroes?'"

...xxXxx...

" _You need to get some sleep," Carol firmly told Peter, as she placed her hands on his shoulders, forcing him to turn away from his desk and look right into her eyes. This was necessary for two reasons. One being her recent loss of hearing, the other being that he needed the emotional connection._

" _Not until I'm done," he replied with a sigh. She'd gotten very good at reading lips, thanks to her training with the C.I.A. She could understand words with few syllables. But he still had to speak slowly, so she could read every movement of his mouth. Slang speech and longer sentences also had became difficult to understand. According to her doctors, however, she stood a good chance of making a recovery. Until then, she was sidelined from active duty. "I have too much work to do, Carol. Your hearing-aids still need proper calibration and I haven't started MJ's and Jay's prosthesis' orders and then I..."_

" _Too long," She cut in as she cupped his face in one hand. "Bed. Sleep. Now."_

" _Not until I'm done," he replied as he slipped out of her grip, and picked up something off of his workstation. It was small, and shaped like a kidney bean. So she knew exactly what it was, and pulled back her hair so he could get a proper view of her ear. He'd tried this several times before, failing each attempt in one fashion or another._

 _She appreciated his efforts, but knew that he needed it to work now, more than ever. He really needed the 'win' to lift his spirits, even if only temporarily._

 _She felt something digging into her ear, as his cold fingers moved the aid around until it fit snugly. Apparently the Kree side of her genetics had altered her inner ear just enough to make normal hearing aids ineffective._

 _A penetrating whine filled her skull, blocking out her thoughts for a brief few seconds, until the sound subsided. Tentatively, she waited for some sign that it had worked. Something. Anything._

 _She let out a slow breath, smiling as she heard the low whistling sound. They were working. Without a word, she pressed him into a deep kiss, invading his mouth with her tongue as she pushed him out of his chair, and into the bedroom._

 _Breaking the embrace, she pinned him down and said "They're working fine. But now, you need to get some sleep."_

" _No," he tried to protest, "I have to-"_

" _Now," she said firmly, touching his forehead with hers. "I miss her too, Peter."_

...xxXxx...

Iron Man, the armoured Avenger, shot through the skies at top speed, towards his intended foe.

Victor Von Doom. Ruler of Latveria. Master of both Science and Magic.

"You've done it this time, Doom!" Tony growled as he activated his afterburners, hoping to crash right through the Dictator's personal shields. Unexpectedly, Doom veered to the side in mid-air, causing Tony to over-shoot him, and forcing him to turn on a dime for their confrontation. "You've _never_ been _this_ bold before. Why now?" he roared with fury at the tyrant.

"This was always the intended outcome, Stark. No matter what any of you have done, none shall escape Doom's wrath!" The two clashed with a flurry of energy beams, magic spells, and iron fists. Tony was good, having over a decade of experience under his belt, as well as having received hand-to-hand combat training from Captain America. And the suit he was wearing was one of his best suited for taking down an enemy like Doom.

However, each and every blow the Iron Avenger struck was matched and countered by his enemy. They were as close to even as possible. The only slight advantage Tony had was knowing the skies better, having more experience fighting other fliers.

But Doom was a quick learner. And nothing if not fully prepared. He attacked Tony with renewed vigour time and time again. Doom's blows came closer and closer to hitting home, while Tony's seemed to be getting further and further from their mark.

"I never thought you'd be so stupid to openly declare war on the U.S," Tony snarled during a brief respite between the two of them. "Especially not alone!"

"Who said I was alone?"

"What are you-?" Tony shouted, seconds before something impacted him from the side. All of his scanners had been dedicated to searching for additional doom-bots, and therefore he had left himself open to an attack not from a cybernetic foe, but a flesh-and-blood one.

Several hundred, in fact.

They were enhanced humans, based on the way they were flying unassisted. Several turned to dive-bomb him in a swarm, forcing Tony to shoot to the side, and right into the Iron-clad fist of Dr. Doom. That blow knocked him silly, leaving him open to three more from the Latverian dictator before he could dodge.

"J.A.R.V.I.S, where's my backup?!" Tony cried out as he desperately evaded and countered attacks from these new enhanced soldiers. All the while gleaming every bit of information he could from a series of bio-scans.

" _Every Avenger within a three-mile radius is engaged in open combat,"_ his personal A.I said, _"I have placed calls to reserve members with means of transportation. Currently twenty-five X-men are inbound. ETA one hour."_

"Great," Tony groaned as he spotted hundreds of the enhanced soldiers raining down death on the city. A preliminary scan of their DNA revealed a perfect cocktail of Super-Soldier Serum, Weapon X gene-splicing and Kree DNA infusion. _So they have Cap's stamina, Logan's healing and Carol's flight. Fucking perfect. Wonder what other surprises they've got?_ He thought to himself as he tossed one of them off his back, relishing in the fact that they did not appear to have the latter's strength as well. Or he'd be in serious trouble. "Jarvis, deploy the Iron Legion!" he commanded.

" _Already done, sir."_

"Your time is at an end, Stark," Doom gloated with raised hands, like he was some sort of god-king. Thunder and lightning clashed behind him, emphasizing his point dramatically."Mine has only begun."

"You arrogant son of a bitch!" Tony roared with fury as he bombarded the dictator with a hundred missiles, doing nothing but scratching his foe's armour in the process. Tony knew he was delusional in thinking he could take Doom out alone. But he had to try something, anything. Surely one or two Avengers would be able to break through the mess down below and join him.

"Do you really think your toys can stop Doom?" the dictator gloated as thunder and lightning clashed behind him, creating an ominous image, "Doom, Mankind's master?"

"We'll see about that!" Tony growled as he unleashed a powerful blast straight from his chest, which slammed into Doom's energy shield and forced the false god back, through a high-rise building.

...xxXxx...

" _Grant this mercy, O Lord, we beseech Thee, to Thy servant departed, that she may not receive in punishment the requital of her deeds who in desire did keep Thy will, and as the true faith here united her to the company of the faithful, so may Thy mercy unite her above to the choirs of angels. Through Jesus Christ our Lord. Amen." With those words, the priest closed the bible with finality as he bowed his head._

 _Peter Parker had never really believed in Christianity. He was a Scientist at heart. He needed to know how the universe worked. His Aunt had been of a different sort. She had always believed in faith and the power of one's beliefs._

 _He had chosen to respect her beliefs and practices by having a proper Christian burial for her. The church had offered to pay for it, much like they had for everyone who had lost someone during the attacks. He had refused, however, knowing he was more than capable of covering the costs himself._

 _Now that he was here, he knew he had made the right choice._

 _A surprising number had been able to make their way to the funeral, more people than he had expected. Old friends of his Aunt who he hadn't seen in ages. Even a distant Cousin sat in the back, remaining quiet out of respect. Off to one side J. Jonah Jameson sat rigidly with deep dark circles under his eyes, which kept flying between the coffin and his father, who sat next to him wearing a sharp black suit, with his stump's bandages completely covered._

 _Across from them Mary-Jane Watson sat, confined to her new wheelchair, thanks to a section of steel pipe. Unlike the Jameson, she had no composure. She was balling her eyes out alongside her Aunt Anna, both having known May for nearly as long as Peter had. Silently, Peter both wished that MJ had remained in the Hospital, due to the clear toll her injuries were still taking on her. But he was simultaneously glad she was there. He needed the moral support._

 _..._ xxXxx...

A mighty rumble rocked the city, as an entire Skyscraper fell to the ground in a cloud of dust. At it's core, two titans duelled for supremacy. One held firmly to an advantage. The other craved it with every fibre of his being.

With each blow there was a clap of thunder. Lightning shrouded both fighters in an air of mystery as Tony desperately tried to ward off Doom's advances. His armour was failing him miserably. Portions of it where falling off in droves. His shields had been obliterated and his left arm wasn't moving quite right.

He drew a haggard breath as he realized this was the toughest fight he'd _ever_ been in.

And perhaps the most important one as well.

So he re-doubled his efforts, pouring as much power into his every attack as he possibly could. He moved faster than ever before. Struck harder than ever before. Manoeuvred better than ever before. He did everything right. His armour's systems told him every possible move that Doom could make, having studied hundreds of opponents from the Mandarin to Captain America.

But, in the end, it was all for naught. He was simply to weak to continue, and Doom's blows were merciless. They struck his vulnerable portions. Armour tore away from his body. Eventually, he lost all flight capability. The only thing holding him in the air was the force of Doom's blows.

But he was not alone.

" _DOOM!"_ Thor's thunderous voice bellowed as a challenge. The Latverian Dictator turned to face his new enemy, looking for a worthy enemy. And who was more worthy than Thor? "Face me! Face a _true_ god!" the Thunder-God roared as he burst forward with incredible speed. Five of Doom's super-soldier hybrids stood in his way, yet none survived his charge. Each was swept aside by a strike from the mighty Mjolnir.

Doom expertly blocked Thor's first swing by striking the inside of his shoulder. Though only barely, as his armour screeched in protest against the Asgardian's strength. He adopted a different tactic against Thor than he did against Iron Man. Instead of meeting Thor's every punch, which Doom knew he could not do for long, he wore the Thunder-god out by evading where he could, and striking him when he was vulnerable.

Thor had centuries of combat experience on Doom. However, though he did indeed have great skill, his strengths where also a weakness which Doom could exploit. His swings where wide, sacrificing some speed for great strength and power. And while this certainly had proven effective, Doom watched as the Asgardian left himself open for a brief second after each second, relying on his immense durability to save him.

That was his undoing. That was when he struck. Magic blasts arced out from his gauntlets, striking Thor's exposed back. The initial attacks did nothing to faze him, however. But Doom had counted on this, but knew each one would take it's toll eventually. He just had to- _**CRASH!**_ Out of nowhere, a car slammed into Doom's back. With a snarl, he spun around, only to be engulfed in a tornado of fire.

"You came to the _wrong_ neighbourhood, Doom!" the voice of Johnny Storm, the Human Torch, shouted through the wall of fire. "I'm gonna _enjoy_ melting your face off! I had friends who-" Having dealt with the immature hero many times in the past, it was a simple matter for Doom to throw up a wall of magical energy for the Torch to crash into, and soon be engulfed by entirely.

But to do so, he was forced to momentarily ignore another threat: Benjamin Grimm. The Thing. The Rock-skinned member of the Fantastic Four who could almost go toe-to-toe with the Hulk was more of a threat than the Human Torch was. A minor error that he soon corrected by focusing his energies on The Thing.

"It's clobberin' t-!" Grimm attempted to make his annoying war-cry. But Victor Von Doom would have none of that.

He shut him up by blasting a hole straight through his chest.

The rest of Benjamin Grimm's body hit the ground, dead, as a mournful cry cut through the air. The Human Torch tripled his efforts to a level that came _close_ to impressing Doom. Of course his armour was entirely heat- and fire-proof. He had fought the Pyrokenetic too many times in the past to not take such a simple precaution. However, beads of sweat dripped down his brow. Not from exhaustion, but from exposure to the heat. Fireballs hit him from practically all sides, almost faster than Doom could anticipate.

He had only one advantage over this barrage. His opponent's fiery rage could not last forever. He simply had to wait it out. And as soon as Johnny Storm tired, Doom struck with a vengeance. He lashed out with devastating effect, blowing his adversary out of the air with a barrage of missiles contained within his armour.

Before he could fully finish the boy off, something wrapped itself around his body, pulling him to the ground. Mr. Fantastic. The Leader of the Fantastic Four, had him in his grasp. And entire elastic fist gripped him, as the other wound itself up for a hammer-strike. Doom let out a laugh as he watched Reed pause to speak. They were past the time for words.

"Surrender now, Victor!" Reed pleaded pathetically. "No one else has to die. _You_ don't have to die."

"No one bests Doom," Doom growled as he raised one arm, popping out a sword constructed out of nanobots. With a single motion, he slashed the blade through Reed Richard's arm, at the wrist. The blade cut him at the molecular level. Reed screamed, falling to the ground while holding his stump. Out of the corner of his eye, Doom watched Susan run to his side. He paid her little mind. She was no doubt an emotional wreck. And he still had a bigger threat to deal with.

" _FOR MIDGARD!" Thor_ returned to the battle with a thunderous strike, slamming his hammer into the ground and knocking Doom clean off his feet. He did not resist the force of the blow, he rolled with it, coming to a crouch as he dug his metal-covered fingers into the earth, waiting for Thor's next attack to come. "I am Thor Odinson! Prince of Asgard! Prince of Thunder! Who are you, Victor Von Doom, to stand against _me?!"_ he bellowed, striking the ground again. This time Doom was more prepared, and leaped forwards, avoiding the initial shock-wave as he swung his sword through the air.

Thor, however, was faster than Doom had anticipated, and he locked him in a contest of strength by grabbing his wrists. "I will tear you _limb_ from _limb!"_ Thor growled intensely, as he tightened his grip on Doom's wrists. Doom had no doubt that Thor was capable of doing just that. Which was why he ordered a hundred of his soldiers to converge on their location, and to attack Thor head-on.

...xxXxx...

" _He built those, didn't he?"_ _Mary-Jane Watson said plainly as she wheeled herself across the grass, towards where Carol stood, waiting for Peter to finish_ _speaking with each and every Funeral Attendee. "_ _The hearing aids? Someone said-"_

" _Yeah," Carol replied with a deep sigh. "Spent all night working on them...making sure they were perfect."_ _The two stared off towards Peter, sharing their concern for him. "I think it was good for him," she said, trying to stay somewhat positive. "To be there. At the end. You know? He did everything he could and-"_

" _We both know he's gonna be carrying this on his conscience for a long time," Mary-Jane replied heftily._ _A sentiment which Carol found herself agreeing with, because she knew he still carried the guilt over his Uncle's death. And despite what she, and everyone else, said, he claimed that he didn't give enough warning. "_ _Even though he did everything right...and more. From what I've heard, if it hadn't been for him-"_

" _I'd be dead. Steve'd be dead. The President would be dead...a lot of people would be dead,"_ _Carol sighed, admitting the truth. "Not that he's gonna hear any of that."_ _M.J. nodded in agreement, and let out a deep sigh. "He says you're next on his list of people to fix," Carol continued, breaking the silence. "Just so you know."_

" _Fourteen hours of surgery couldn't fix me," M.J. replied solemnly, looking up at Carol as she spoke. "Every specialist he_ _and Mr. Stark have_ _sent my way has said the exact same thing._ _There's no chance of recovering the use of my legs. It's a miracle I still HAVE legs, according to most."_

" _Yeah well, Peter's all about miracles," Carol said stiffly, shifting her feet in slight discomfort. "And doing the impossible._ _I mean, going from geeky high-school kid to CEO of a fortune five-hundred company? Not to mention all the-_ _"_

" _I don't want you to encourage him,"the red-headed woman said firmly, grasping Carol's shoulder in order to keep her attention, drawing her gaze downwards so their eyes locked. "_ _You can't. Not about this, Carol. You and I both know he'll drive himself nuts over it."_ _Again, Carol found herself agreeing with Mary-Jane about this. Peter had such a guilt complex, which was equally endearing and worrisome. Endearing because it showed that he cared a lot. Worrisome because it showed he could care too much. "_ _You're gonna have to watch him," M.J. continued heavily. "I know I did. Carefully. He's gonna need all of us to get through this."_

" _You know," Carol found herself saying, despite her better judgment. "I never figured out why he broke up with you. I mean, by all accounts_ _you two should have-"_

" _I couldn't take it anymore," she replied with a snort. "Every day, living with the knowledge that 'today might be the day' that someone eventually kills him. It was...too much. And he was always worried about me being put in harms way._ _I j_ _ust couldn't continue living with that cloud over my head."_

" _I know what that's like..."_

...xxXxx...

"You know the drill, X-men!" Cyclops roared as he thundered down the ramp of the Blackbird, followed by close to thirty other Mutants. It had been a while since so many of them had been together in one place. But this situation certainly called for it. "Contain the fighting to the Island. Do not engage Doom directly, unless you have no other choice!" A chorus of acknowledging murmurs followed as they split off into their assigned teams. Iceman, Nightcrawler and Storm raced left. Wolfsbane, Psylocke and Gambit went right. Others followed soon, but Scott didn't have time to see where they went. He and his team, which consisted of X-23, Colossus, Emma Frost and Magneto, had one goal in mind.

They would deal with Victor Von Doom directly. Something he'd been itching to do for quite a while. They just had to wait for the right time, which was now.

"The last word we got from Logan was that Doom was over central park," Scott said as they thundered around a corner. "Going toe-to-toe with Thor."

"If _Thor_ can't beat Doom," Emma huffed as she sprinted beside him, "what makes you think we've got a shot?" Scott considered his answer as best he could before answering. He'd practically cultivated his hand-picked team for fighting someone like Doom. Emma was one of the most powerful Telepaths on the planet, she would be able to deal with _that_ aspect of Dr. Doom. Colossus was perhaps the physically strongest and most durable X-man, he would be able to take any hits Scott could conceive. X-23 was the X-man with the highest body-count. He knew he could count on her to enact lethal force, even if others had their doubts. Lastly was Magneto, a man who Scott knew was close to being on Doom's level as far as villainy and destruction. He would know how Doom thought, and how he was going to move and fight.

Together, they thundered down the streets of New York City, even as they watched the S.H.I.E.L.D. Helicarrier crash into the river, having been brought down under the combined might of a thousand of Doom's super-soldiers. Things got even worse when Scott watched the swarm turn in their direction.

He didn't have to issue the order to retreat. The X-men where already moving underground, away from the swarm. No way they could fight such an onslaught, even is the entire team had been behind him.

Several of the Super-Soldiers dashed underground behind them, but quickly fell to the ground, bleeding from their noses. Scott looked towards Emma, who shrugged.

"I gave them all a brain aneurysm," she said plainly. "No time for anything fancy."

"Right," Scott nodded, "keep moving, X-men. Kinney, on the left. Colossus, on the right. Emma, Erik, stay behind me. Keep a tight formation," he said, as they pressed forward.

"I _can_ handle myself, Cyclops," Magneto hissed as he fell into line.

"You're our heavy hitter," Scott snapped back as they headed for a ramp that would take them back to street-level. "I can't have you getting taken out by a stray goon."

"Well I-" Magneto began, only for a second swarm of Super-Soldiers, this one numbering in at least one hundred, descended from the skies. Colossus stayed where he was, relying on his metal skin to save him. The rest ducked under a metal canopy that Magneto erected over them. And although the metal shield was at least an inch thick at it's weakest point, it did not hold for long.

Before it failed entirely, Magneto blew the shield apart like a grenade, sending chunks of metal into the nearest soldiers. Scott provided as much cover as he could, firing off shot after shot. He took down as many as he could, even as he hunkered down beside an overturned car. Emma crouched beside him, doing her best to turn aside and eliminate as many attackers as possible.

Not far away, Colossus punched his way through the swarm, being far stronger than any of them were. Beside him, X-23 worked in a simple fashion, though she evaded her opponents, and slashed at their weak points. Arms, legs and heads fell to the ground in her bloody wake as the group pushed forward.

High above them, there was a mighty _**Boom!**_ And a seismic wave crashed over them, shattering every window in the vicinity as two bodies, Thor Odinson and Doctor Doom, crashed to the ground, fighting. Cyclops had never seen the Latverian Dictator so battle-worn. His green cloak was in tatters, his armour was dented and scratched, and his gauntlets sparked with energy.

But as bad as Doom looked, Thor looked a hundred times worse. His face was bleeding, his arms were bleeding. No trace of any armour remained anywhere on his body, which was covered in grit. Sweat rolled down his face in waves as he swung his mighty hammer again and again, each blow striking Doom's energy shield.

"Benjamin Grimm was my _friend!"_ Thor roared as he delivered a lighting powered strike that could have levelled a mountain. The blow only managed to push Doom back a few feet, however. "A far better man than you could ever be!" He struck again, with the same results.

It was clear to Scott that Thor was expending many times the energy that Doom was, and would eventually tire out. He couldn't let that happen. "X-men, attack!" he shouted, before firing off a powerful blast in Doom's direction.

His blow connected with the Dictator's energy shield, contesting it. But it was never meant to break through. It was only meant to distract him, as Colossus ran to grab the largest vehicle he could, and toss it through the air. The vehicle was accelerated a hundredfold, along with others, by Magneto's hand, right on top of Doom.

It exploded in mid-air, struck by magical energy emanating from Doom's palm. Another followed, ballooning out in a complete circle, sending them all flying. Scott saw Emma desperately revert to her Diamond form seconds before the blast knocked her into a lamp-post. Scott was flung into a car.

...xxXxx...

"Carol!" Peter practically roared as he bounded through the door to their temporary living quarters, which was just a semi-modified office in his company headquarters. His chest was heaving, having just seen the S.H.I.E.L.D. Helicarrier go down in flames. He needed to know where she was. Luckily, she answered.

"I know!" Carol replied as she rushed in beside him. In the centre of the room stood a mannequin with his latest prototype Spider-Armour. Metal plates strong enough to take point-blank gunfire ran underneath a Kevlar version of his normal suit. He had designed it with the intention of fighting people like Rhino, Venom and Carnage. Foes who would normally leave him bedridden for days after a long, hard fight.

"Tony's in the centre of it all!" she said as he began to strip down and don the suit, hoping that it would hold up. "He won't last long there, Peter. Not if Doom's really here this time."

"He is," Peter replied as he slid the mask over his face. "He'd want to see this in person," Peter continued as he picked up a small tablet lying on a nearby table, and entered a series of commands. "So Tony's gonna need all the backup he can get. And why I need this," he said, as he motioned to the suit he was wearing.

"Let's go!" Carol urged, knowing how desperate the situation really was. She grabbed him by the arm and began to drag him out. He pulled himself in, towards her unexpectedly, however. She nearly lost her balance because of this.

The only thing that kept her on her feet was Peter, which was somewhat surprising, given how she was almost a foot taller than he was. She felt his arms wrap themselves around her waist as they fell into a passionate kiss. She lost herself in the moment, even as they pulled apart, and looked one another deeply in the eyes.

"I love you," he said.

"I love you," she replied.

Together, they took in one quiet breath, enjoying the others company.

Then, Peter shoved her hard, throwing her back into the room they had just been in. She sprawled out on the floor. Before she could rise, she heard four tiny _thwip!_ sounds. She didn't have to look to see that both her arms and legs were encased in webbing. She couldn't move a millimetre. The floor underneath her was an inch of solid steel. She could bend it, but she'd need the momentum, which she couldn't get until she could move. All she could do was glare hard at her boyfriend, feeling a mixture of anger and forgiveness swirling around inside her head.

"I love you," he repeated, before he sealed the door shut behind him.


	5. God vs Man

Peter wasn't sure he had ever moved this fast before. He was a literal blur of motion, moving from post to Doom-bot to Super-Soldier to post in a mad flurry of red-and-blue.

His blows, amplified a degree by the Spider-Armour, wrecked Doom-Bots with a single blow, punching holes straight through their torso and destroying their power-source. A single kick was all that he needed to send one of the flying abominations through a thick wall.

Mister Fantastic had once scanned Peter's brainwaves as he leaped, rolled, ran and spun his way through an A.I. controlled obstacle course that scaled up the difficulty based on his performance. The faster he reacted, the faster the course moved. Reed had told him that it was like watching a super-computer's processing system firing on all cylinders.

Captain America and Iron Fist always had something to say about the way he fought, too. The way he moved, and mixed together techniques learned from watching various fighters in his career astounded them. They both agreed that if he ever went full evil, there might be nothing they could do, save for killing him outright.

 _Well,_ he thought as he demolished yet another of Dr. Doom's toys with ease, _lets see if all that practice was worth it!_ He met, and fought Doom before on several occasions. And every time, Peter had barely managed to escape with his life.

But this time was different. He knew deep down that today was the endgame for Doom. Both sides where backed into a proverbial corner, with only one way to get out: by going _through_ the other side. Either Doom would be done for, or they'd all be dead. So there wasn't much of a decision to make about what he was going to do.

He paused briefly on a gargoyle, looking out across the city where he saw black clouds spitting lightning and rolling with thunder. A telltale sign that Thor was on the scene. But the Asgardian would definitely need all the backup he could get, because Doom was no stranger to fighting the gods.

He swung low, kicking two Doom-bots that where in the process of wrestling Wolverine into submission. Peter guessed that they had gotten the drop on the feral mutant, or they'd be scrap metal by now. He crushed one's head with his foot, while the other simply sailed into and through a window.

"I had em', kid," Logan grunted as he got to his feet. "On the ropes, I tell ya'."

"Right," Peter replied, as he spotted Logan's overturned motorcycle not far from where he stood. That, combined with the scrapes on Logan's side, and the skid marks on the road, told him all he needed to know. "Who've you been in contact with? I know Thor's out there-"

"Scott came in hot about ten minutes ago," Logan shrugged as he moved to pick up his bike. "Brought a fair few X-men with him. I know X, Iceman, Tin-man and Storm where with him. Damn," he remarked as he ran his hand over the popped front tire. The bike was useless without it. "I saw The Torch get knocked silly by Doom myself. Was gonna make my way through Hell's kitchen, see if Daredevil was doin' any better. You?"

"I'm going right to the source," Peter replied sharply.

"I like the way you think, kid," Logan smiled as he ran his hand through his hair. "But we're gonna need more than the two of us. Where's your girl? Gonna need her, at least. 'specially if Thor goes down."

"She's webbed to the floor of a room I designed myself to contain someone like the Juggernaut, Rhino or Hulk." Peter said flatly, as he checked his web-cartirge supply. He had a little less than what he would have liked, but he would make due. Logan gave him a brief look that was both scornful and slightly understanding. "So we might be on our own for-"

"Not quite!" A newcomer's voice piped up, as group of four sprinted into view. Peter spun around and saw Luke Cage, Wasp, She-Hulk and Miles Moralles coming their way. All four looked like they had been through hell and back. "Wait up!" Cage panted as he came to a stop.

"Thank god," She-Hulk said as she looked at Peter and Logan, "we're not as screwed as I thought we where going to be." Peter looked her up and down. The last he had heard, she was on a doctor-ordered month-long bed rest order, with crutches. Yet she appeared to be in good health, aside from a slight limp on her right side. So, in his opinion, she was in okay condition to fight, given the circumstances.

Luke was in as bad of shape as one could get when you had bulletproof skin. His shirt was hanging by a few threads, as where his pants. Sweat and dirt covered his face, as did a determined expression.

Wasp was in the best shape, which probably came from her primarily fighting in a shrunken state. She could avoid almost any strike that came her way. The only telltale sings of a prolonged engagement was her matted, sweat-drenched hair and heavy breathing.

Miles looked like utter crap. His uniform, which Peter had custom made from bulletproof fibres, was completely shredded. Half his mask was gone, as was one of his shoes. Blood oozed from the kid's left shoulder and he looked like he was only staying upright through sheer force of will.

"So we're going for it, then?" Miles asked, nearly toppling over as he spoke.

"We don't have much choice," Luke replied firmly. "Either we take Doom out for _good,_ or we're all toast."

"Right," Logan agreed with a nod. "'cept bug junior over here ain't going with us," he said as he jabbed his thumb towards Miles.

"Wh...what?" Miles swayed uneasily, actually grabbing Luke's shoulder for support briefly. "No...no I've gotta-"

"No," Peter cut in, "Logan's right. You're not coming with us. Go back to Avengers tower and make sure all data has been properly dumped."

"But-!" Miles protested, still losing strength.

"Now." Peter barked forcefully. "There isn't time. If we," he said as he pointed to the pitiful few heroes surrounding them, "can't bring Doom down, he's gonna go _straight_ for Avengers Tower and steal everything he can. Do you really want that man knowing where the Tesseract is? Every S.H.E.I.L.D. base? The addresses of every known super-human in the world?" the younger hero, still swaying on his feet, nodded before stumbling off into a run, heading for Avengers Tower.

Once he was out of sight and earshot, She-Hulk spoke up. "I've been trying to tell that kid to go for the last half an hour," she said softly. "He's stubborn."

"And stupid," Logan grunted.

"So are we," Luke shrugged. "Look, we gotta hit him hard and fast. Anyone got a plan?" he asked, looking around for suggestions. Peter did as well, looking from Logan, to Luke, to Jennifer, to Janet. Looking at the latter, an idea sprung in his head. It was crazy, suicidal and desperate. But then again, so where they, and it was possibly the last thing Doom would see coming.

"I do," Peter nodded, as he explained the details to them. They all agreed that it was their best shot.

...xxXxx...

" _FUCK YOU PETER! FUCK YOU FOR DOING THIS TO ME!"_ Carol roared as she pulled and pulled at the webbing that held her body down. Peter's aim had been perfect. He'd bound every joint with maximum-strength webbing. Stuff that she had seen stop cars dead. Stuff that once stopped the Juggernaut. Stuff that, when she had once playfully crushed a cartridge of, had required him to use a special solvent and half an hour to remove.

To her credit, she had managed to move one arm a millimetre. But that effort had almost sprained her entire arm. She needed to think harder, to find a solution he wouldn't have thought of. _To bad he's a genius,_ she thought with a sigh. She'd actually helped him design and test out the room she was now trapped in. It was meant as a safe vault for any technology he thought to dangerous for police custody, but not quite worth S.H.I.E.L.D.'s attention.

She knew the walls had been coated in low-grade Adamantium, and reinforced with titanium braces. A series of small, but powerful inertia dampeners had been placed strategically inside the walls as well, making breaking out of them a hundred times more difficult. As she had once told Peter, she _could_ break out. If given a full day. And she'd need a week to rest afterwards. "Why? Why do this to me?" she asked out loud, even though she knew then answer perfectly well.

It was because he loved her. Plain and simple. He loved her, and that was why he had locked her away. Because he had lost everyone he had ever loved to one tragedy or another.

But that was not enough to quell the maelstrom of emotions flooding through her veins as she pulled at her restraints. Which was when it hit her. She'd never be able to break free in time, even with his normal webbing. However, she wasn't just some musclebound amazon. She had another option.

She breathed in deeply, before sending out a series of powerful blasts of energy. Each struck with the force of a grenade, weakening her restraints. Soon enough, one of her hands was free, and she was able to better pull at the other spots.

"Okay," she mouthed to herself as she stood up, ignoring the dizziness that was washing over her. "Fuck." she swore as she eyed the sealed door. She'd spent too much of her energy on the webbing, and realized that the door was the strongest part of the room. So there was no point in even trying to attack it if she could help it. Another option opened itself to her, however, as she glanced up at the ceiling.

"It's a gamble," she told herself. Because Peter was way smarter than she was, she knew he'd of thought of every way she'd try and escape through conventional means. That ruled out the door, and surrounding walls. But she reasoned that there was no way that he would think anyone would even try to punch a hole in the _roof._

Which was exactly what she was going to try and do.

...xxXxx...

"Shit!" She-Hulk swore as they watched Doctor Doom throw Thor through the Chrysler building like it was nothing. All the while keeping Magneto at bay with controlled bursts of energy. "You sure this'll work?" she asked, heaving her shoulders in preparation for what was going to come next.

"Not like we've got much choice," Logan grunted.

"It'll work," Peter tried to re-assure her, as well as himself. He nodded to the rest, hoping that they where all going to come out of it alive. A gut feeling, however, told him that _someone_ was going to die. "Now we...move!" he cried as his Spider-sense flared, and he kicked himself away at the last second, out of the way of a massive blast of energy, courtesy of the Latverian dictator.

Peter once more became a blur of motion as he bucked and wove his way around Doom's attacks. Fortunately for him, it seemed as though Magneto had severely depleted Doom's reserve of Doom-bots, the last of which where being promptly dealt with by a combination of Wolverine, Colossus and a heavily-injured Cyclops.

He swung around what remained of the New York landmark, and landed on the side of the building, just past Magneto's shoulder. From his perch, he could see that the former supervillain was nearing his limits.

"Please tell me you aren't alone," Magneto spat, as a speck of a woman zipped over his shoulder, landing in Peter's palm.

"Got the last two!" Wasp chirped as she placed two small objects into Peter's grasp.

"Good," Peter grinned, leaping off of his perch, as it disappeared in a flash of fire. As he swung, Magneto managed to keep pace, allowing Peter to explain at least _part_ of his plan.

"It's not perfect," the helmeted Mutant acknowledged as the two of them rounded the corner of the building, "but it seems to be the most viable option. I will do what I can." As they turned, they caught sight of Doom, mere seconds before he tried to shoot them out of the sky. Peter and Wasp dived, while Magneto shot upwards, and bombarded Doom with a barrage of random debris as best he could.

"I'll get Jen," Wasp quipped as she buzzed away, leaving Peter to zip after Wolverine, who was in the process of demolishing the last of the Mutated Super-Soldiers. The body fell to the ground, eviscerated by Logan's claws, as Peter skidded to a halt, and held up a tiny capsule, pinched between his fingers.

"Change of plan," he grinned as he handed Logan the capsule. "You and Jen when I give the signal. Capeesh?"

"Got it," the short, hairy Canadian replied with a devilish grin. "Always wanted to see what this shit feels like..." he said as he sprinted off, leaving Peter alone with a swaying Cyclops, who gave him an exasperated look that spoke volumes. Cyclops was at his limits, possibly even past them. They all where.

"What..." the optic Mutant coughed, "can I do...?" Peter paused for a moment, considering his options. He couldn't just leave an asset out of the fight like that. Unlike Miles, Scott was an adult, and could make his own decisions. And he was clearly choosing to stay and fight.

"Snipe the bastard," Peter quipped as he took off, as he noticed dark, natural clouds forming over their heads. On top of everything else, it was going to rain. _Great,_ he told himself as he leaped skyward, attempting to swing circles around the Latverian dictator, amidst a maelstrom of attacks from all sides.

Magneto threw volley after volley of cars at him.

With a roar, Cyclops seared the air with a massive optic blast.

Peter bucked and wove his way around Doom, snatching debris and slamming it into his energy shields. Of course, nothing they did had the slightest chance of penetrating Doom's impeccable defences. But boy did they distract the hell out of him. They even went so far as to earn a scream of rage, as Wasp, in her shrunken state, managed to slip through one of his armour's joints and strike him with a series of powerful stings to the back of his neck.

That was all the distraction needed.

"DOOM!" She-Hulk roared. Doom couldn't turn fast enough to dodge her fist, which was now the size of a small car. He flew through a building thanks to the sheer force involved. Both Cyclops and Magneto gazed up at the now seventy-foot She-Hulk. "THIS IS GONNA FEEL _SO GOOD!"_ she hollered as she took three rapid steps around the building, to where Doom hovered in midair, obviously still reeling from her first blow.

He recovered quickly, but not quickly enough. She hit him again, this time however, he focused his shield, and managed to stonewall her fist. But only barely. Peter reasoned that given how Pym Growth Particles, which had been in the pill Wasp had handed off to Jennifer, gave ordinary humans super-strength at that height, then a Hulk would be given many times the normal levels. Perhaps just enough to _finally_ bring Doom down long enough to bring him to justice.

He watched as Doom quit trying to outright block She-Hulk's attacks, and instead attempted to dodge and counter her every move. But this itself was countered by the next trick they had up their sleeves.

If Doom had never expected to be duelling it out with a skyscraper-sized she-hulk, then he _definitely_ didn't expect to be struck from behind by an almost-as-tall Wolverine.

With his claws now being as long as a small truck, this Giant Wolverine was a credible threat to Dr. Doom. Six Adamantium blades slashed through the air, threatening to bisect Doom with the slightest nick.

The combined efforts of the two proved to be overwhelming to Doom. He was forced to evade and defend, rather than go on the offensive. And even when he landed a counter-strike, the accelerated healing factors of his two opponents dealt with the injury in mere seconds.

Then things began to go downhill.

Doom properly adapted his technique. He went for their legs, the most vulnerable part of their bodies. A swipe of his sharp blade slashed through Logan's hamstrings. Not enough to kill, injure, or even annoy the mutant. But it was enough to sever his tendons in one leg long enough to knock him off-balance, and he fell into the side of a building. It didn't take long for Peter to realize that Logan had been knocked out cold.

This gave Doom ample time to launch himself upwards, delivering a powerful uppercut to She-Hulk's chin.

To her credit, Jennifer did not fall right over. She stood her ground and fought back, swinging her fists through the air in quick jabs, trying to crush Doom with one blow. Peter, Cyclops and Magneto did what they could to help.

Peter noticed a sudden change in Doom's flight pattern, as Magneto stretched out his hand. Apparently the fighting had diminished Doom's shields enough to allow the Master of Magnetism some control over Doom's armour. Enough to pin him down somewhat. Doom had to actively resist Magneto's grip now, which took a lot of concentration.

Now they where free to use Doom like target practice. Peter shot out several web-lines, which he attached to both Doom and the pavement, better holding him in place as She-Hulk struck him again and again, with each blow creating a supersonic concussion wave. Bits of Doom's armour flew off with each strike.

But there was a problem, which Peter didn't see until it was too late. She-Hulk delivered a powerful strike, which ripped the anchoring webs holding Doom in place out of the ground. This sudden freedom surprised everyone _but_ Doom, who used his opening to blast She-Hulk in the side of the head, taking her out of the fight in less than a second.

Battered, bruised and bleeding, Victor Von Doom now turned his attention towards the remaining four heroes who stood in his path.

"Now," he said with a whisper, as his gauntlets cackled with energy. "You will know my wrath."

...xxXxx...

With no small amount of effort, Carol managed to blast her way through the roof of Peter's building. Even though it was undoubtedly the weakest part of the structure, it was still incredibly reinforced. She made a mental note to remind him as much. After she throttled him for trapping her inside, of course.

"Now, where are you..." she grunted, seething with anger as she looked around, hoping beyond hope that Peter hadn't gone very far.

She saw movement out of the corner of her eye. Rubble was being cast aside as someone tried to free them self from being buried. And given the excess amount of webbing she could see around her, she came to a rapid conclusion, and promptly dove downwards to help dig the person out.

Her intuition was wrong, however. Peter wasn't the buried individual. It was Tony Stark.

And he looked worse than she had ever seen him look in all the years she had known him.

The paint off his armour had nearly all been chipped off. There where more dents and scratches than there was smooth surface. Both shoulder bells where missing. Half his helmet had been ripped off, as had a large section of the armour on his left arm.

Thankfully his arc reactor still flickered a faint blue.

"Tony..." she gasped as she pulled the armoured Avenger to his feet.

" _Gah..."_ He grunted in pain, clutching his side as he tried to stumble forward. "So strong..." he muttered as Carol tried to give him the support he needed to walk. "Got to..."

"You're not in any condition to fight!" she barked back, holding him back from flying away.

"Got to..." he grunted in pain, the physical exertion of trying to overcome her grip was almost to much for him to bear, "no one else-!" A part of her wanted him to stay put. There was no way anyone in his state could do a little more than walk a few steps. But at the same time, she knew as well as he did that they needed all hands on deck for the current battle. "Someone's gotta...calling in Hulkbuster...sensors blaring up...friendlies moving in on him..."

"Who!?" Carol blurted, hoping for some good news. Anything would do.

" _Gah..._ Cage...Logan...Jennifer...Wasp..." Tony said weakly, now leaning on her for support. "He's...Peter's there...Mags...Summers... _dammit that hurts!"_ She didn't hear the rest of what he said. Instead she blasted off into the sky. With as many heroes in the area as there where, she knew that their odds where the best they were going to be, until Thor, Tony or someone equally as powerful recovered. _Hopefully I can tip the scales,_ she thought as she sliced through the air, _in whatever plan Peter has..._

Sure enough, she arrived at the scene just to see a skyscraper-sized She-Hulk get knocked out by Doom. The doctor then turned away, facing two people she could not see properly. But she didn't have to see them to know who they where. Or at least, who one of them was.

With a barbaric roar she plowed her entire body into Doom, slamming right into an energy shield and forcing him through the Chrysler Building before he could properly react by spinning her around by the arm.

However, she was much more at home in areal combat than he was, and was no stranger to momentary disorientation. In the blink of an eye she was forced to dive low, out of the way of his attack, only to come up with a powerful uppercut that knocked him into the ceiling.

"You're so _fucking_ dead!" Carol roared, even as dust rained down upon her like snow. Her fists glowed with an ethereal yellow-gold glow, before she fired a beam of pure energy towards her enemy, blasting him through the top of the building. She gave chase, of course, even with a whimper in the distance telling her to stop. She couldn't stop. Not now.

"I am beyond death, woman," Doom taunted, his voice echoing through her head as he halted his ascent. He dove back down, meeting her head-on in a powerful collision. Their fists collided, and a sonic boom erupted outwards. Every glass pane within three miles shattered in an instant as both Doom and Carol exchanged blow after blow after blow.

She was faster and stronger than he was. He was more precise and efficient than she was. For every one blow she landed, he struck three. And all of his strikes landed in soft nerve spots. She winced in pain as her entire right side went numb, thanks to a single jab into her side.

"I'm gonna rip that fucking mask off!" she grunted as she finally managed to land a powerful strike to his chest, sending him flying backwards. Using this opportunity, she charged him full-force, completely unaware that he was more than ready for her attack. He shifted his body just enough to evade, and grabbed her by the neck.

Her momentum spun them both around, and she flew face-first into a steel I-beam. Her nose was bloodied, and she couldn't quite see straight. Which was enough of an opportunity for Dr. Doom to deliver a series of painful strikes to her rib-cage, before grabbing her by the neck and squeezing hard.

She kicked and punched and blasted in retaliation, desperately attempting to knock him off. It was to no avail, however. Darkness clung at the edges of her vision as she felt her last breath approaching.

...xxXxx...

" _CAROL NO!"_ He roared as he watched his girlfriend body-slam Doom through the Chrysler building. She couldn't handle him on her own. No one could. She was going to get herself killed, if he didn't act fast.

He web-zipped up towards the hole the two superhumans had created in the building. A cloud of smoke obscured his vision for a brief moment, but the built-in thermal vision in his mask soon compensated for that. He could see two figures locked in combat. One glowed much hotter than the other, and he knew that was Carol.

Not from the heat signature, but from how badly she was losing. Before he could do anything, Doom dragged her half-conscious body through concrete, and moved to deliver a final, killing strike.

Which he didn't allow.

An unearthly scream leaped from his mouth as he shot outwards, kicking the Latverian dictator with both feet, crushing the armour that encased him. Doom flew backwards, and attempted to recover. Peter stopped that by driving a volley of punches straight into his chest and face.

"No!" he roared as the two of them plunged down to the ground, with Doom underneath Peter, who crouched on his chest. "No more!" he growled as he struck Doom's mask, bloodying his knuckles. He didn't care. He wasn't going to stop until Doom was stopped. And if he died in the process, he didn't care.

So long as everyone he loved was safe.

"You fool," Doom growled as his jet-boots ignited, sending him flying into the air. The sudden momentum knocked Peter off of him. "Did you really think that _you_ alone could best me?"

"I don't _fucking_ care anymore!" Peter roared as he launched himself upwards with two web-lines, becoming level with Doom, who shot out a magical missile in his direction. Peter rolled through the air, performing a manoeuvre that he had honed over the years, and which Carol had helped him perfect. The two of them collided again, with Peter's shoulder striking Doom's mid-section. He felt something _pop_ out of place, and he wasn't sure if it was him or Doom.

The two of them flew through a large window in the side of the building, back out into the open air. Seizing the opportunity, Doom flew off again, as Peter web-swung onto the nearest skyscraper.

"None of your fellow Heroes could best me, _spider-man!_ " Doom gloated as he hovered on the spot, bathing in all his perceived glory. "What chance do you think that you have? What chance did you _ever_ have?"

"A snowball's chance in hell!" Peter seethed, as he coiled his muscles, readying himself for another bout. "But it's better than the alternative!" he bellowed as a challenge, as the two of them charged one another. Peter web-zipped around a flag-pole, gaining enough momentum to knock back Doom's attack with his feet, meanwhile twisting his body to avoid the sharp sword that had suddenly appeared in Doom's hands.

Acting fast, Peter grabbed Doom's sword-arm with both hands, and pulled hard. He threw Doom into the side of a building, crashing through a window-pane. Peter followed, pulling himself into Doom's chest with two web-lines.

The two of them tumbled in a mess of arms and legs. As they rolled, they knocked over desks, chairs and other office equipment. Doom was the first to rise to his feet, but Peter was fast enough to catch his arms before he could do anything. The two of them where soon locked in a contest of strength. Doom's armour granted him super-human strength, but his energy reserves where depleted. Peter was far stronger than a normal human, but he was tired, so the two where dead even.

Breaking the lock, Doom lashed out with one foot, sweeping Peter's leg out from underneath him. Within the blink of an eye, Peter was pinned to the ground, With Doom shifting his gauntlets to blast Peter right in the face.

He didn't get the chance. A bright flash filled his vision. Doom was sent flying into a stone pillar thanks to Carol's surprise attack. Offered a temporary reprieve, Carol helped Peter to his feet.

"Don't you _ever_ do that to me again," she panted, wiping away the blood that ran down the side of her face. At that moment, there where so many things he wanted to say, to do. He wanted to tell her how much he loved her. How he wanted to spend the rest of his life with her. How he wished that she would just fly away from the fight.

And he knew that she wanted him to do the very same.

The whole building seemed to shake as Doom rose up from under the debris. His eyes seethed with pure hatred as he looked at the two Avengers.

"I will not be denied my victory," Doom stated. All three of them where prepared to fight to the death. Carol was the first to move. She leaped forward in a direct attack, screening Doom's vision from Peter, who skirted around the two, swinging around a pillar and kicking Doom, who was to busy avoiding a volley of energy blasts from Carol to notice, through the window.

The two Avengers followed him, pressing their attacks. Peter webbed up Doom's eyes, giving Carol the opportunity to punch him in the face. Doom countered by kicking her in the gut, and throwing her _into_ Peter, sending them both tumbling through the air.

Carol was too disoriented and weak to stop herself from falling, so Peter was forced to catch her before she hit the ground. An action that cost him precious seconds that he could have used to avoid being body-slammed by Doom. He flew right into an over-turned car, completely dazed from the attack. A right hook to his face brought Peter out of his stupor, but not fast enough to dodge the Dictator's fist, which plowed into his solar plexus.

Peter keeled over on the ground, blood dripping from the side of his mouth. The edges of his vision blurred briefly, as he watched a long spike sprout out from Doom's wrist. A spike that he raised, ready for the killing strike, even as he grasped at Peter's throat.

Peter twisted his body, gaining enough leverage to spin out of the way of the descending spike, which sunk deep into the car. He kicked Doom's knee, forcing him down, and loosening his grip around Peter's neck enough for him to slip out and punch Doom in the back of the neck.

However, Doom was more than prepared for this, and simply knocked Peter away with a powerful back-hand.

Carol was now back on her feet, however. And she attempted to plow right through Doom. But he anticipated this and rolled with her momentum. The two of them tumbled on the ground briefly, before Doom gained the upper hand and managed to drag her through the asphalt, cutting through it like a hot knife through butter.

He then tossed her into an over-turned Semi-truck, pinning her like he had Peter. Again with his sharp spike raised. Without another word he plunged that spike into her shoulder. Blood sprayed everywhere.

She screamed.

Peter screamed.

Doom merely laughed as he tossed her away, before proceeding to blast her with a powerful beam of energy. The sheer force of which sent her flying high into the air. Peter gave chase, blowing past Doom in a desperate attempt to catch up with her.

Carol landed in a heap, with Peter skidding to a halt not far from her. For once, he had nothing to say to her, as he fell to his knees, holding her hands tight. Her breaths came in short, laboured bursts. He felt her heartbeat, it was faint, but steady. Blood drooled out of the side of her mouth, as well as out of the numerous gashes, scrapes and cuts across her body. The two most serious of which being the one across her face, and the one in her shoulder. He webbed them both up, knowing that would at least stop her from bleeding to death. For the moment, at least.

" _Kick..."_ she struggled to even whisper. " _Kick his ass..."_

Her fingers brushed up against his, as the two locked eyes. She reached up with her good arm, as he bent down, pulling his mask up over the bridge of his nose. They kissed passionately, not wanting to let the other go. But he had no choice but to let her go.

Dr. Doom was advancing on their position, obviously taking his time, thinking he was giving them time to quiver in fear of death.

But Peter was not afraid. Fear was the last thing on his mind as he stood up, staring the tyrant down coldly.

"I must admit," Doom sneered as he came to a halt twenty feet from Peter. "Out of every Avenger, I never imagined that _you_ would be the last one standing. I even imagined that _brutish whore,"_ he continued, motioning towards Carol's prone form, "would outlast the likes of you."

"She's gonna outlast _you,"_ Peter growled as his hands tightened into fists. He certainly didn't take kindly to Doom's insult.

"I think not," Doom replied simply, as he detached the spike from his wrist, discarding it along with his sword. "But I will give you the honour of a fair fight, Spider-man." He then assumed a simple fighting stance, with one arm extended towards Peter. "We shall see why they refer to you as being _amazing."_

With his heart beating in his throat, Peter took one step forward. Then another. And another. Soon, he was sprinting forward at lightning speed, before web-zipping into the air, gaining some altitude before Doom flew upwards to join him.

The two of them clashed in mid-air, trading blow after blow. Peter did not let up with his punches. He drilled his hands into Doom's chest as hard as he possibly could. Time seemed to slow as the two separated, and Doom shot off to a seemingly safe distance, making a fatal mistake in the process.

He had positioned himself between two buildings, giving Peter the perfect opportunity to exploit.

He did not swing around the buildings as he had before. Instead, he vaulted himself over one, dropping down on Doom's head. The Tyrant anticipated this, and veered to the side, but Peter in turn anticipated this move. He latched onto Doom with a web-line, using his momentum to overcome Doom's jet propulsion system.

Both of them plummeted downwards, until Doom was able to compensate and pull Peter back up. Working with this new momentum, Peter managed to land a kick to Doom's face, before swinging around a building at breakneck speed. He built up the necessary power he needed to deliver a series of pummelling blows to the dictator's midsection, chest and head. All three of which proved to be enough to momentarily daze the false god, who hovered on the spot, not sure of which way was up.

Peter pressed his advantage like he had never before. He would web-zip to Doom, strike hard, and retreat before the latter could counter. Time and time again he did this, with each attempt growing more aggressive than the last. Until he over-reached himself, and Doom managed to draw a bead on him, filling the air with energy bolts before Peter could compensate, forcing him to abandon his attack.

"I admire your _persistence,_ Spider-man," Doom gloated as Peter landed on the side of a nearby building. "You have proven yourself to Doom. Surrender now, and Doom swears that he will spare your life, and the life of your beloved." As he spoke, a bolt of lightning flashed in the background, and both men where soon soaked in a torrential downpour.

"We both know that's a load of _bullshit,"_ Peter growled threateningly, over the roar of thunder.

"You will not be given another chance," Doom replied, as lightning struck behind him, casting his shadow over Peter, who remained on the spot, defiant. "To refuse Doom will bring great suffering upon you, Spider-man."

"You aren't fighting Spider-man," Peter snapped defiantly, as he peeled off his mask, tossing it to the ground. "My name is Peter Benjamin Parker. And you, _Victor Von Doom,_ " he said with confidence, as he pointed directly at Doom, "made the biggest mistake _of your life!"_

"And what would _that_ be?" Doom chuckled over a clap of thunder.

"You killed the woman who taught me how to be a _man_!" he roared, jumping off his perch. He moved with such speed that Doom didn't even see that he had moved until Peter landed on top of him. With a single motion, Peter ripped Doom's metal mask free from his face, and hit him with it twice before discarding it, preferring to his his hands instead.

Peter's attack carried the both of them to the ground, through a mud-filled construction site. When they landed, they rolled apart. But not for very long, as Peter managed to tackle Doom before he could escape. He managed to smash one of Doom's boots against a rock, removing his flight capabilities. There was no leaving for either of them, until the other had lost.

It was Doom's turn to attack, he thrust Peter onto the ground, but was promptly flipped onto his back by the Spider-hero. Doom attempted to rise, but his foot slipped in the soggy mud. Peter had no such problem as he proceeded to smash his fist into Doom's exposed jaw, easily breaking it, before using his other hand to rip off what remained of Doom's chest-piece.

Before he could fully tear it off, however, Doom twisted Peter's arm around.

"You are nothing to Doom!" Doom bellowed as he struck Peter's chest. "A parasite! A speck!" I am god! I am-"

"You're a delusional freak!" Peter replied, as he shattered Doom's knee with a well-placed kick, earning a scream of rage from the latter. "A self-proclaimed monster who's elevated himself above everyone else! But guess what!" he shouted as he hauled Doom into the air, only to throw him back down into the mud head-first. Doom tried to rise, but Peter planted a foot on his back, pushing him into the filth. "Welcome to _my_ world you son of a bitch!" He picked Doom up again, and tossed him into an abandoned forklift, toppling it with ease.

Peter trotted towards where Doom had landed, but Doom rose faster than he would have ever imagined. He was forced to jump out of the way of an incoming energy blast, followed by another, and another. A fourth, however, struck Doom in the back.

With wide eyes, Peter traced the origin of the shot back to the spot where Carol was leaning against a half-built wall, barely conscious. And to his horror, Doom saw her as well.

"Stupid girl!" Doom snarled, as he prepared to finish her, once and for all. Peter tackled him, however, twisting his arm so hard that it popped out of it's socket, and Doom's shot went wild by a large margin, cutting through several skyscrapers. "I will not die like some peasant in the mud! I am Victor Von Doom! And I _AHHHHH_ _ **!"**_ He screamed, as Peter practically snapped his whole arm in half, before kicking him away.

"You aren't a god," Peter grunted as he advanced on Doom, who half-lay in a pile of rubble. Doom tried to rise to his feet, but numerous injuries prevented him from doing so. "You're just a sick man."

"Doom...I admit..." Doom coughed, weaker than he had ever been before. "you..."

"Shut up!" Peter snapped as he hauled the broken man into the air. "All my adult life, I've done everything to protect normal people from the likes of _you!_ " he bellowed as he threw Doom through a wall. Doom landed with a splat in the mud, and attempted to rise once more. "But every time I show even the _slightest_ amount of mercy to _freaks_ like you, people get hurt. Well guess what!" Peter roared approached him from behind, only to be forced to twist out of the way of an energy beam that shot out from Doom's gauntlet. "I'm _done_ playing nice," Peter said as the continuous beam sliced through the air, tracking Peter, who bucked and wove his way around it, still making his way to Doom. Eventually, once he got close enough, Peter was able to grab him by the arm, preventing him from hitting Peter altogether, though the beam still cut through the air like a buzz-saw.

"I...admit..." Doom struggled to say, "you...have done...the impossible...you have...beaten _hurrk!_ " Peter never let him finish his sentence, instead clasping his free hand around Doom's exposed throat, squeezing tight. The Latverian Dictator's eye rolled up into the back of his skull as he struggled for air. Eventually, his muscles went limp as he drew his last breath.

"I told you," Peter growled as the last twinkle of light left Doom's eyes. "To _shut up."_

In that moment, the whole world went silent to him. Peter could not hear anything around him. Not the pounding of his own heart. Not the roll of thunder. Not Carol's laboured footsteps as she knelt beside him. Not even his own scream of pain and rage.

Victor Von Doom, the self-proclaimed god among mortals, was dead. And the world knew that Spider-man had killed him with his bare hands.


End file.
